Gwen Stacy:the Power in her wrist
by RoyalPrideMonster
Summary: The Omnitrix, one of the most powerful gadgets in the universe and within the first few hours after its creation is freed into the galaxy by Azmuth, bestowed upon the wrist of Gwen Stacy. Join her as she reunites with her boyfriend and becomes a potential hero. Set immediately after Amazing Spider Man 2012 and will lead up to Avengers 2012. loosely based of original Ben 10.
1. Chapter 1

Outer space, an enormous void filled with magnificent and ancient civilizations. The vast regions of this universe look quiet peaceful but when looked closer, one would be surprised on how so much occurs. Many galaxies contain life, but this Journey focuses in one particular galaxy called the Milky Way. In this galaxy a series of events will occur, ones where perhaps only the most powerful of celestial beings will remember. Deep in the vacuum there is a small pod designed as a spear with the colors green and grey heading straight towards the third planet of a yellow sun in a solar system well known to many beings. Inside the alien pod contains a device, a gadget that is said to be one of the most powerful made objects in the universe. It is the first untouched model of the Omnitrix, a form of superior ancient technology containing the DNA of over one million-nine hundred and ten alien species, this watch like gadget's origin and purpose is truly unknown only for a fact that its creator Azmuth has sent it far across the galaxy in order to be avoided at the hands of pure evil. The elderly Galvan only hoped that it will fall in the hands of someone or something with a good heart and that they will use his creation wisely, but what he did not know is that a young women of Earth, caring, loving, and intelligent who has been through a lot recently will be the one to take the responsibility of being granted the powerful Omnitrix, Gwendolyn Maxine Stacy.

It started with an alien device did what it did, it stuck itself upon her wrist with secrets that it hid.

Now she's got super powers she is no ordinary chick, she is Gwen 10,

So if you see her you might be in for a big surprise, she will turn into in alien before your vary eyes.

She is slimy, creepy, fast, she is strong, she varies shape and sizes she is Gwen 10.

On with powers she on the case, fighting off evil from Earth her place.

She will never stop till she saves the day, because she is the toughest chick to ever save the day.

GWEN 10.

 **Midtown High of Science, Earth 8:05**

"But those are the best kind", those were words that completely melted her heart right there. She turned around and gave him a beautiful loving smile fighting the urge to cup his face and kiss him where he was seated. He simply gave her a smirk followed by a whispering "I love you", to her and before they small session could commence their teacher began the class with instructions to open their textbooks. The class felt like it took almost an eternity but that was only because Gwen couldn't get more excited to confront her bug boy after these last harsh couple of weeks. They walked out of the classroom, Peter tailing right behind his one and only girl when all of a sudden she grabbed him by his dark blue shirt and began marching straight towards his locker gently shoving aside students in the seemingly crowed hallway. Once they got to their destination she aggressively slammed his body against his locker, wrapped her arms around his bruised neck and proceeded to kiss him with a passionate moan and loving embrace, Peter didn't need to be think twice and joined with her in the lovely but small make out session. She went so far as to shove her tongue into his mouth and lick his own which he followed along with, unknown to them both tears of joy simultaneously ran down their cheeks along with small trails of saliva going down their chins. These two were inseparable, they knew that now it was best to stay together no matter what, life risking dangers be damned she would face them if it meant being with her bug boy. Peter decided he will break the promise he made to her father on the rooftop of Oscorp Tower that night they fought the Lizard, he knew it was Captain Stacy's last dying wish but if he was still alive he would find out this promise was killing his daughter on the inside. So from this point on Peter will no longer commit to the promise and decided he will protect her with his very life and die knowing she was safe.

"Gwen, forgive me", Peter said in a raspy voice as soon as their lips and tongues parted. "I love you I really do, I'm so sorry for putting you through that, I won't ever push you away or leave you again I swear on my life please stay with me", he finished with a slight cry in his voice.

She responded by kissing his tears away from his cheeks, "Don't cry Peter it's all fine now, you have cured my sadness I'll stay with you till the end, you will keep me safe I know you will and don't ever think I will leave or get tired of you I love you too much for that", she said with her own quivers and tears.

The two continued to make out in the hallway not caring that nearby students were watching with looks of shock and disgust. This went off for some time until both heard an "Ahem". They parted from their kissing and both stared into the eyes of a elderly teacher giving them a stern look while calmly shaking his head no, "Get to class quickly you two and I won't report you for PDA's", he said also in a calm manner. The two gave each other a look and smiled wiping their chins off the moist of their saliva and quickly began to walk towards their next class hand in hand wiping their dried tears, good thing they had most their classes together so they could still see each other with the exception of Peter's free track and lunch period. The rest of the school day went by pretty fast and it was a big relief it was Friday meaning that the couple had a good weekend with no homework to look forward to. Once they left school campus they got onto the side walk of New York with his arm around her shoulder still happy to be back together.

"Can I ask you something?" Peter said in his calm whisper talk. His girlfriend looked up to his height and nodded. "Do you truly forgive me? I really need to know that you will no longer be sad or depressed, especially about how I got your father to fight by my side and payed the price". She didn't show any sign of distraught or sadness, "You my bug boy are by my side again and the only way for you to harm me is by staying away and sticking to my Dad's promise, which I know you won't now", she finished her sentence with a peck to his lips. To be honest Peter still had slight bad thoughts in his head during school, thinking that Gwen would brush this affection off and ignore him again which he would totally understand if she did, he freaking left her for several weeks thinking it was for the best and here she was loving him more than ever. Gwen Stacy is the perfect girl for him hands down. The young high schoolers changed the subject by holding each other closer and continued their walk, once they reached the street that led to Gwen's she got an idea and whispers to her bug boy, "How about we go for a high swing to my apartment, just you and me for our little reunion of a wall crawling hero and his girl?" She added with biting his ear lobe, she couldn't help herself but to do that. "I guess we could but we have to start where no one will see us take off", the spider powered teen said while slowly gearing them both towards an alley that looked like there couldn't be a single person in sight. Peter and Gwen grabbed on to each other real tightly as he just finished attaching the new web shooters to his wrists, his old ones completely destroyed back during the battle with Connors on the tower. Knowing that Gwen trusted him with his safety, Peter leap into the air almost reaching the rooftops of the buildings they were between in and shot a bio cable from his wrist to the much taller buildings surrounding the city. Despite it being broad daylight Peter didn't care about being spotted since by this point they were past 20 stories into the air so if anyone did see the two they would have a hard time figuring them out by identity. Gwen cackled loudly as her bug boy did several spins in the air all while she clung to his chest and shoulders feeling the wind rush past her hair even though it was tied in a high pony tail. This went on for at least 10 minutes until they could start to make out Gwen's apartment out in the distance with precise physical movement, Peter slowed down his momentum and speed and as soon as they were close enough they landed on the rooftop of her family's apartment.

"Phew what a wild ride, that was fun thanks Pete", the blonde hair teen said with relief that they had made it home safely.

"No problem, glad you liked it, these new web shooter work as well as the old ones", he said.

"Old ones" She wondered. " Yup , during the battle at Oscorp, Connors as the lizard crushed them by squeezing my wrists tight nearly breaking my bones too", he replied staring at the scars on his wrists.

She stared and rubbed the scars on his wrists bring them up to her face and kissing each one as a way of telling him she was still here to help clean or treat his wounds if he were to ever get hurt fighting crime. The two smiled and Gwen pulled out her arrange of keys and found the one that accesses the door of the rooftop, this was the same rooftop where Peter revealed who he was to Gwen, the memories. Once they went down the stair way that led to several apartments on the top floor, Gwen found the house number of her family and pulled out another key that led to her home. The inside was just as Peter remembered quiet fancy looking and expensive. He realized it was too quiet and asked, "Are we the first ones hear?" She set her stuff down and responded, "Yes we are, my Mom doesn't come home until four o' clock and she is the one who picks up my brothers from school, which means we have some time to ourselves". She undid her hair and walked towards while he set his stuff down near the door way, he was taken by surprise when she spun him against the wall and engaged him in another passionate lip lock bring her entire left leg around his hips. Peter quickly recovered and wrapped his arms around her, one around her hips and one almost touching her butt. This went on for only a couple seconds until they both parted their lips and giggled like a normal couple from high school even though their lives pretty much weren't normal anymore.

"We still have a few hours together, I say we hang out in your room for the time", he asked the smart girl who was grinning at the suggestion. "I couldn't agree more with you bug boy", she finished by running straight towards her room while Peter jumped onto the ceiling and crawled right after her, as soon as she was in the room he dropped from the ceiling and closed the door behind him, this weekend just keeps getting better but unknown to them both things were going to get freaky especially for Gwen in the near future.

Helen Stacy along with her three sons, Howard, Philip, and Simon Stacy, entered their apartment home so relieved that the weekend had just begun. The kids automatically went to the living room to enjoy some free time for the day and before dinner. Helen was glad that her younger kids had remembered their manners and set their stuff down near the front door table, it was that moment when she realized that her daughter Gwen's school stuff was there when they got home along with a dark colored backpack which clearly didn't belong to anyone in the family. She automatically suspected it could belong to the boy who came to their house for dinner several weeks ago, Peter was his name. While the kids were playing video games on the large television their mother could hear faint giggling and laughing in the back of their home and it was coming from a particular room, she didn't hesitate to walk straight towards Gwen's room and listen more closely. Helen heard more soft giggles and laughs from the other side of the door and made the choice of opening without knocking and the site quiet shocked her but not as much. Gwen was sitting in her bed with her laptop while Peter was on the edge of the bed painting her toenails, the two looked up from their activity surprised they got interrupted.

"Hey Mom, glad you guys are home", the blonde said with her face turning red and a soft smile, her boyfriend set down the nail polish down and gave his own shy goofy smile to the older women, "Good afternoon Mrs. Stacy", the teen with secret spider powers said in a more softer voice that he normally does.

"Gwen, Peter, oh my apologies I didn't mean to interrupt I heard noises from you both and I got curious I'm so sorry don't be upset please", the mother of the Stacy's replied with a tone of she should have known better.

This time it was Peter who spoke first, "No problem Mrs. Stacy I just stopped by here to check on Gwen and spend some time with her, we weren't doing anything inappropriate", that last statement turned both his and his girlfriend's faces beat red from how wrong that came out. Helen believed his every word since he just got done giving Gwen a pedicure and her daughter was simply typing up a blog on her laptop.

"It's alright Peter don't be shy or ashamed, it's great to see you again it's been weeks since I saw you both together but it is understandable we went through a tough time we had to surpass but we are fine now", Mrs. Stacy replied with a small hint of sadness in her voice but that was quickly buried away with a comforting smile.

Gwen was the next one to speak, "Mom could you gives a moment please? We will be out in just a few minutes I'll help you get dinner started", she said and in return her mother smile and quietly shut the door. Peter let out a breath he didn't know he was keeping in and the grabbed the nail polish to close the lid. Gwen logged of her user and closed her laptop, she stared at the tips of her toes and was pretty impressed with how well Peter had painted the them. The color she chose was a dark lime green, since it was personally one of her favorite colors but she hardly chose to wear clothing of said color since she thought it might look weird on her.

"Not bad, Pete you did pretty well, you didn't even make a mess", Gwen said as she was removing the cotton balls between her toes. Peter, who just got back from walking to a side of her room where she kept a small shelve full of a variety of nail polish and beauty products, "Thanks, I never thought I would ever do that for a girl, especially my girlfriend who doesn't seem like she is into that kind of stuff, but hey it was a fun activity", was her bug boy's response.

"The nail polish collection was a gift from my aunt, I thought it might be a good activity to pass the time since it went by so fast and now my family is here".

Due to mentioning her family Peter decided that it was best if he left for her to handle family affairs and he'll text back later, but his girlfriend decided against that, she insisted for him to stay and give her family company, her brothers really liked him and her Mother didn't seem to have a problem with him since she thought it was nice for Gwen to be with a person who cares for her. Peter decided it was fine then and after Gwen put on some sandals and changed into a simple black t shirt and sweat shorts, they headed out of her room towards the other people in the apartment. Upon seeing Peter in the living room the kids stopped playing their game and went to greet the guy their sister was apparently dating.

"Hey Peter", they all said in excitement. The superhero in secret greeted them with high fives and chuckles, "Hey guys good to see you all again it's been a while".

"Darn right it has, you're a cool dude Peter come play with us, it's up to four players", the oldest of the brothers said while he was already grabbing Peter by the arm and leading him to their large sofa. Peter didn't want to be rude to them or reject their cheery offer so he went along with what they were playing which was Call of duty: Black ops.

Gwen on the other hand entered the Kitchen with a smile on her face and kept true to her word as she began helping her Mom with dinner, it was Spaghetti night for the Stacy Family. They were all looking forward to it.

"So, are you two officially a thing now?" Helen asked her daughter as she was separating the noodle strands. Gwen replied with a simple, "Yup". Helen was happy for Gwen, ever since her husband died their whole family mourned the loss and accepted the fact that life must go on but her daughter still seemed saddened weeks after George's death, her only guess was that an obstacle was standing between the two teen's relationship but worked things out and got back together which was fine by her since both High schoolers looked more relieved than ever.

"Nice pedicure, you were never into those womanly things though", the older women said changing the subject.

"We thought it would be a fun activity to pass the time, especially since it was a good time to catch up on what we've missed from not seeing each other in a while", the heir of the Stacy family replied as she stirred the meat balls in the sauce in a professional manner.

"Does he know about you father", Her Mother countered with a whisper. "Yes, he knows which was mostly why he was away, he didn't want to be a burden towards us and our loss", was all Gwen replied.

"Nonsense, he seems like a pretty nice guy, your brothers seem to like him and he looks like someone who has respect for others and has an entitlement to his own opinion, plus I can tell you like him a lot sweetie, Helen said.

"Your right Mom, I really do and he has promised to never leave in that kind of way again and be here for me and our family", the blonde girl responded. Her mother knew she was telling the truth and asked her if Peter would be staying for dinner and her daughter responded with the complete opposite of no. Helen couldn't be anymore happy, it was Spaghetti night, she wasn't tired, and her baby girl is dating someone who she thinks is appropriate for her. This weekend was going great.

 **Space, Solar System of the Sun**

The Omnitrix was approaching its destination, the third planet from the young yellow star, Earth. Before entering the Solar System, the spear like pod containing the watch like device broke apart and was now continuing its path in a greyish green looking orb. As the alien device was getting closer to the Planet of Homo Sapiens, the artificial intelligence that remained dormant within the gadget awoke for a brief moment and with its superior technology began to scan many life forms on the giant land masses surrounded by water. This proved to be pointless since a good population of the Earth already seemed to possess supernatural abilities along with several super powered beings with an essence that can only be described as power hungry and arrogant. After a couple of more seconds the scanners landed on a particular human female, one which suited the perfect bonding, this Human was unique and deserved this power and can only hope she will make the right decisions. Before the Omnitrix's A.I. became dormant again it set its coordinates to an upper landmass on the western side of the Earth and continued its journey hoping to make it by nightfall.

"This is really delicious Mrs. Stacy thank you very much", Peter said as he placed another meatball into his mouth. The Stacy family was having dinner along with their guest and everybody was enjoying themselves company not seeming to care about a single problem in the world. The kids at the table brought up the memory of Peter coming to their home and trying Brazzino for the first time, they all laughed at that, including the teen dating Gwen. Helen commented on Peter that he had definitely opened himself up more to the family and that he hasn't shown signs of nervousness or stuttering like the first time he visited them. The two teenagers at the table smiled and nodded. Dinner didn't go by fast and everyone still stayed to talk at the table but after nearly being together for two hours the kids excused themselves from the gathering and left to their rooms to spend some time alone. Helen was left to clean up the table while Peter and Gwen went to the kitchen do the dishes, as soon as that was done Peter looked at the time and gasped that it read 6:30 pm, now normally that wouldn't be considered late but he still had a widowed Aunt May to take care of at home. Not to mention that they were entering the seasons where the days are shorter and the nights are longer.

"Gwen, I hate to say this but I got to go, Aunt may must be wondering where I'm at right now", the soft talking teen said at he just finished putting away the last of the dishes.

His girlfriend gave an understanding look since it was already getting dark and he had his own family to take care of. Once Peter mentioned he was leaving to Gwen's Mom she came over and gave him a comforting hug. "It was great to have you over Peter, come by anytime, your always welcome", she whispered into his ear. The teen nodded and joined Gwen in heading for the door. He picked up his belongings and Gwen pulled him into a brief passionate kiss, as soon as the two parted he was out the door way walking backwards down the hall.

"I'll text you take care, I love you", he said with a proud open voice.

She blew him a kiss and replied, "I love you back", before closing the door with a grin.

"I'm off to my room Mom, get some rest goodnight", the blonde said to her ageing Mother.

"Gwendolyn Stacy I am not that old to be said goodnight at this hour", Helen scoffed at her but if only she knew that in one hour and a half or more, she would go to bed to sleep just as her daughter predicted.

Later that night, around 10:00 pm Gwen was in her Room typing up a random blog in her laptop on her bed. The cute blonde had changed into a white t shirt with no braw underneath along with a pair of green pajama pants which were given to her by her grandmother, they matched her pedicure nicely. Looking at her toenails reminded her of her bug boy, she had finally got him back and there wasn't a single force on Earth that was going to keep her away from him. She found a picture of Peter on the school website and placed it as her back ground screen, she couldn't help it. It was getting a little humid in her room at this point. She decided to open her fire escape window and let in some of the cooler air, not knowing this was the first step of a new life she wasn't going to be able to reverse. As soon as she stuck her head out to let the fresh air hit her face she noticed something high in the sky right on top of the building she was in, it was a small dot glowing green, the blonde couldn't stop staring at it and noticed the light was getting brighter if not bigger. She grabbed a pair of binoculars from the back of her closet and as soon as the anomaly appeared to be right above the city, the light died down just a tiny bit. Gwen saw through the enhanced binoculars and gasped at what laid before her sight, it appeared to be a small grey orb with a glowing green aurora, the object was coming down towards the roof top at a really slow pace. The blonde was breathing heavily and her arms were shaking with slight fear. She couldn't believe that a U.F.O. or at least that's what it seemed to be was landing silently on the rooftop of her Apartment. Now normally Gwen would be used to seeing supernatural things counting having a boyfriend with spider powers and a scientist who turned into a giant mutant lizard but this just took it to a whole new level.

Curiosity getting the best of her she stepped back into her room and quietly left her apartment not bothering to put on her slippers. Grabbing the key to the apartment and rooftop, she stealthy made it out into the hallway where the lights were dimmed, quickly taking the stairs to the rooftop the sight shocked her up to the point where she cursed and nearly pissed herself. Surrounding the rooftop was the same aurora she saw in the sky only now she was certain it was alien since the presence there was somewhat uncomfortable. Her arm closed the door behind her and she noticed the light was coming from the upper parts of the building, Gwen despite having the goosebumps climbed up the latter which led to the ventilation systems and there was the orb, slowly opening itself.

The Omnitrix felt its sphere capsule open it could sense the presence of the Human it had been seeking. It could feel the emotion radiating off this young life form and it was one of miss comfort. To clear this up it produced a humming noise which only seemed to startle its future host even more. The watch revealed itself to its new owner, fully freed of its capsule and demonstrating it meant no harm towards its bonding partner but said partner gave the same respond as before.

Gwen couldn't even remember why she came here in the first place, one minute she was simple opening her window for some fresh air and then the next minute she was on her rooftop looking down at what appeared to be alien watch of some sort. Once she realized she hasn't been killed yet she took a step forward with her bare foot and then the other followed as well. This thing was a strange device that wouldn't stop humming it was a soft humming to her ears almost feminine in the matter. The watch opened in way as if it wanted to give her a hand shake and the girl was taken by surprise when the device knew what the human gesture stood for. This soothed Gwen's frightfulness a bit but she wasn't sure what to do next, should she dare touch it? What if it truly meant no harm? Her love for Peter was brought into her mind and heart she swore to herself never to leave his side no matter, life risking dangers be dammed she would face them if it went she would get to be with him. Without further ado, she extended her left wrist towards the device and faster than she can blink it jumped from where it was lying and strapped itself upon her body mending with her DNA and confirming her as its user and host.

"AAAHHHHH, GET OFF ME, GET OFF ME YOU PIECE OF SHIT HOW COULD I HAVE BEEN SO STUPID TO TRUST AN ALIEN ARTIFACT", the young teen screamed loudly not caring if anyone heard her at this point.

She caught site of some pliers lying near the vents and didn't hesitate to pick them up, she inspected them closely and saw that these were the kind of pliers used to bend nails. Without thinking twice Gwen dug the tool into the thing on her wrist and began squeezing the living hell out of it. The result was the pliers ended up braking rendering them useless but that didn't stop Gwen from banging on the Omnitrix more and more with her palm up to the point where tears started to appear at the corner of her eyes. The tears fell as she gave up and spoke to it in a supposedly soft voice. "Please come off I don't want you to kill me I have a family and a lover to still embrace", the hyped up girl begged with now all the shock and anger leaving her body. The watch's reply was a soothing hum and a glow that ran from the hourglass icon to the veins running up Gwen's arm. Despite how weird it looked, it wasn't painful. It almost feels now like as if nothing is on her wrist, like a part of her body. The omnitrix decided to show its user her gifted universal abilities, there was a high pitch chirm followed by a techno CLICK, CLICK, CLICK. The circular part of the watch popped up with the hour glass icon extending out and in front of the green background there was a silhouette of an odd four legged creature almost a dog in resemblance. Gwen decided she would touch the circular pop up, she place her index finger and thumb around the edges and with no excess pressure she switched the silhouette to one that looked like a four armed giant, then one that looked like a frog, a velociraptor, a blob, a creature with spikes, a amphibian, a bug, a rock rolling creature, a female figure with a aurora around her body, and then back to the dog. This left Gwen pretty impressed, she inspected the device more closely and it had a pretty bulky yet small appearance the design was mostly black and white with streaks of green resembling a pattern on it. It didn't take her long before she realized that the circular pop up could be pushed down when added pressure. The young teen scrolled through the silhouettes and landed on the last one since it was the only one that looked like it would have a female body. Taking another big risk she pressed down fully on the icon and all of a sudden she felt hot molten rocks began to grow onto every part of her body along with fire ridges running through them. The next phase of transformation was her size. She was growing to a massive 6ft 9 inches. The finishing touch was her body erupting in flames and the top of her now lava rock head spurted out torrents of golden yellow flames and slowly moving behind her resembling a women's loose hair who hasn't been cut in years. What stood in Gwen Stacy's place was amazon women made of molten rock and fire with a swelling chest with the watch's symbol and feminine hips. To the Omnitrix this was a DNA sample of a Pyronite from Pyros. Gwen looked down at her body taking in the changes the watch had done, she didn't panic that she was on fire because she didn't feel like it was burning her in fact it almost felt as if she was in her normal body even though she wasn't. Instead, Gwen Stacy in a sizzling hissy voice let out five little words she said the day her boyfriend jumped of the edge of this building

"Oh god I'm in trouble".

 **A/N: what do guys think? Goes easy on it it's my first story and please understand that this is loosely based of Ben 10 the original series. The only thing ben ten about this is the Omnitrix, nothing more than that sorry.**


	2. Chapter 2

Chapter 2: New powers for a Stacy

 **A/N: Well here it is everyone, chapter two and Gwen had just received The Omnitrix. I want to make something very clear for those who are hardcore fans of Ben 10, this is not a complete crossover the only thing you will ever see in this fic is The Omnitrix and Gwen Stacy's gain of knowledge from it. That means no Ben, Gwen Tennyson, Grandpa Max, Kevin 11, Vilgax, and the Omniverse. They will not be involved, sorry but that's the way I intended this to be, but look on the bright side if you liked the Marc Webb films and the Marvel Cinematic universe, that's what this mostly revolves around. I would like to thank Rexfan1333 for being the first to leave a review, thanks dude, I'm sorry this is not living up to your expectations but please enjoy my fic you will not be disappointed. Please spread the word of this story, I would really appreciate it.**

 **Queens, Parker residence 7:00 PM**

Peter had just arrived at his Aunt's house in less than thirty minutes thanks to his powers and swinging through the night as your friendly neighborhood Spider Man, without the suit of course. The superhero teen marched straight up the steps inserting the key to the house and was greeted with the voice of his Aunt calling out to him. Peter ran to the kitchen where she was and scooped her up in his toned strong arms while spinning out of control laughing. His ageing Aunt was shocked and told him to put her down immediately.

"Sorry about that Aunt May, today is one of the best days of my life so far", the hyped teenager apologized while giving a goofy smile. Once his last family relative regained her composure she joined into the conversation he started and asked, "What's gotten you all excited tonight?"

"Remember Gwen, the girl I started seeing a couple weeks back? She is now officially my girlfriend and we've agreed to stay with each other, can you believe it Aunt May? I'm dating someone". The older women's eyes went wide and she pulled his head down to his kiss his cheek. "Oh honey, I'm so proud of you for excepting her, she does seem like a nice girl and not like the others I see in your school and on the streets", Aunt May responded with complete proudness, no wonder her nephew hadn't been home until now. He must have spent the entire afternoon with his new and first girlfriend.

"Thanks, sorry if I wasn't here when school was out, she wanted to hang at her place, and I couldn't resist", the love struck teen said with a proud smile.

"Peter Benjamin Parker if you are going to be rushing into sex so quickly then you better make sure you are both using protection", the ageing women scoffed at her nephew. The spider powered teen gasped really loudly, never wanting to make the last part of his sentence sound in that kind of way.

"What? No I…No Aunt May that's not what I meant by that at all, what I meant was that we simply passed the time chatting and socializing I didn't do, you know what, with her", he said with his face turning red and was surprised he also wasn't nervously stuttering like he usually did when he got anxious or in trouble. Perhaps what Gwen's Mom said was true, he was more open and no longer fearful of saying what came to his mind. He only hoped his Aunt could believe what he told her.

"Calm down sweetie, I know you didn't I just wanted to see what you would say and I believe you, your Uncle and I raised you well after all", May said with a now comforting look on her face. "Besides you probably just gave her a massage or a pedicure", she added.

"You just read my mind", the boy who was secretly Spider Man responded with a sigh of relief and glad he was no longer being badly lectured and judged. Aunt May returned to what she was doing which was making dinner but since her nephew was with his girlfriend the whole afternoon she guessed he had dinner or something to eat at her place. Peter must have been thinking the same thing because he insisted on her making a meal for herself since he had a good fill despite his fast metabolism. For the moment he was going to help make her dinner and keep her company while they watched some T.V. for the next few hours, after all Aunt May has done for him this was the least he could do. He will see his loved one tomorrow and if she is willing they will hang out.

Later that night, around 10:00 pm Peter's Aunt has long gone to sleep and he was in his room examining his alter ego's suit. He was thinking of maybe making a new design since this particular one was never what he truly had in mind since he first made it. There was just too much blue rather than red and the suit lacked several spidery features. He would have to ask Gwen's opinion when they meet again but for now he set the suit aside, Spider Man will not be swinging through the streets of the city this weekend. He only hoped that Saturday and Sunday will be normal and relaxing but what he didn't know is that his girlfriend living on the other side of the Queensboro Bridge in New York was in a heated situation and things were about to get even hotter for her, literally.

 **Gwen's apartment rooftop**

She stood in place for about 5 minutes after speaking for the first time in the fiery body. Gwen couldn't fully comprehend what just happened despite knowing it was the watch's doing. Several minutes ago she underwent some kind of extraterrestrial transformation turning her physical form of a cute nerdy teenager, into something that crawled out of the depths of Krakatoa. Deciding to finally start moving, she raised her hands to her face, they were bright yellow and the pinkie fingers were gone showing a total of only eight fingers. The girl turned Pyronite looked down at her feet and the image was the same as her hands, bright yellow glowing with two sharp toes on each foot. Gwen looked back up knowing what the rest of her body probably looked like but her biggest concern was her hair. She quickly raised her hands up to touch her lava rock skull and a puff of relief smoke escaped her lips, from her scalp to her back were cascades of yellow flames now turning a darker blonde color giving a representation of hair for the humanoid creature. Looking to make sure no one was around despite being on a rooftop, she groped her rocky chest, God it was huge and firm, at least by her standards at the moment. After inspecting herself more closely, the watch's essence in her mind instructed her to close her eyes and reacting to this on instinct, she obeyed. Power began coursing through her lava veins, charging up like a bomb waiting to go off. The thing that was most exciting was that she felt as if she had absolute control of the situation now.

The Omnitrix was working its way through the new user, giving her the understanding of how the abilities of a Pyronite worked. The creator of the gadget added this trait so that the host will not struggle to control the aspects of the new alien life form it took. Remembering the task at hand, the High schooler spread her arms into the air and unleased large projectiles of fire. Behind this combustion was a mixture of emotion and thoughts, her family, her life, her sorrow for her dead father, and her love for Peter Parker. After what felt like an eternity Gwen Stacy stopped what she was doing and faster than any ordinary fire could travel, she lowered her palms to the ground and shot into the night sky like a rocket. The sensation was absolutely amazing. Many people down in the streets below stared up into the city skyline and saw the traveling streak of fire, since this was the city that never sleeps people would still be up and at 'em and the sight in the night amazed several audiences. Low office buildings that were still running businesses at this hour stopped what they were doing to watch the meteor like object, marveled by its movement. At first they were thinking that it could have been Tony Stark's Iron Man but the thought was quickly discarded when they noticed the flaming ball in the air rocketed as if it were launched, not truly flying. The Manager, who was silently admiring the event was the first to recover and scoffed at her employees telling them to get back to work which they all respectfully did.

"WWWWOOOOOOHOOOOOOOO", screamed the flaming alien girl in excitement. She gave a brief look down and loved the feeling of being high into the air, now she knew how her bug boy felt when it was just him swinging above the streets with one grabbing onto his back. Without further a doubt the big buildings started coming into view, this just got a little more serious and interesting. Trusting her new found powers, Gwen conjured up a surfboard or well in this case a flame board with her mind and stood on top of it like a pro. Using precise calculations, the fiery being shot majestic flames from behind her platform and maneuvered to the left of a large building she knew would be evaded before going straight again. After a couple more structure dodges Gwen saw that her journey was leading her to the center of the city and thoughts of common sense hit her, she could not let her self be detected to quickly, especially since there was already a good amount of people who she knew saw the sky performance not long ago. The Oscorp building still going under repairs to this day from the lizard incident was just several blocks down from her path now, thinking like the smart girl she was, Gwen made a U-turn and surfed towards the ocean view heading straight for the Empire State Building, the once tallest building in the world.

Upon reaching the tip of the longest antenna, the Pyronite made her board vanish with a snap of her burning fingers and balanced herself to take in the beautiful view of New York. This day couldn't get any more exciting, she went to school thinking that it would be like the last couple of weeks, but the events of the last six hours said otherwise, she received her first and hopefully only boyfriend, the pain and loneliness gone from her thoughts, a family who stuck together and accepted her bug boy, and now she had been granted a unique power which only the most arrogant and twisted people in this world could dream of having. Gwen Stacy was truly blessed and she will appreciate what she has now till the end of her natural living days. Deciding to push the testing of her abilities once again, the teenager launched her body 50 feet into the air from the antenna and charged up almost all the energy she could muster into a grand finale worth seeing. The one word that was screamed into the heavens suited the action that followed it.

"SSSUUUPPPEEERR NOVVVVAAA", and all hell broke loose.

Down in the streets below, two Police Officers were enjoying a late night coffee by their assigned car, both were relieved that another night went by with no catastrophe or chaos happening other than a few muggings and robberies they couldn't handle. "Thanks for the coffee Steve, I really need something to keep me awake, especially if we're going to be doing night shift now", said the middle aged African American Cop. His partner, a much younger Caucasian male responded with a nod, "Your welcome sir, the night sure is lovely isn't it?" The superior Officer of the two smiled brightly and shook his head yes. The streets were still packed with passing people but everyone seemed to be calm and went about their business. The whole scene changed when a loud explosion was heard at the top of the tallest building in the city. The cops dropped their beverages, being startled by the sound above and people screaming in surprise. Pretty much every person's head on the block was looking up wondering what just happened and the authority figures followed their gaze. Up in the sky there was a wave of fire, expanding at an amazing rate to the length of almost 3 football fields, the crowd's faces were a mixture of amazement and worry. They didn't know if this action was caused by something intentionally or accidentally.

"So much for a peaceful night, several weeks after the giant lizard attacks we get something like this", yelled Officer Steve as he squinted from the intense heat along with many others. The good thing was the expansion of the flame waves were starting to die down quickly. "Something happened up there Steve, we got to get a chopper or something to check it out but it may take a while", responded his superior. The crowds of people became calm and quickly started moving again through the streets to get home or whatever place they had to be for safety, some couldn't help but still stare at the dying combustion.

On top the tower in midair, Gwen, despite being tired from her action was cackling like a psychopath, man this felt good to her in every way. Quickly noticing that gravity was starting to take its effect, the Pyronite focused her vision to the platform view of the building down below and in the blink of an eye she spun her body into the form of a twister. The thick streak of destruction left the smoking perimeter and descended down below to land safely on the fenced edges of the tall structure. Upon landing, Gwen reverted back into her humanoid form and stared up, admiring her work of a supernova as it was quickly fading into smoke and cinder. The girl never saw it coming as she dropped down to her knees and began panting out of the ordinary. "Man that really took it out of me", the girl turned alien said as she was catching her breath. Unknown to Gwen the watch's essence came alive and worked its way to turn off the transformational state she was in.

BEEEP, BEEEEP, BEEEP, BEEEEP,BEEEEEEEEEEEP, and what followed that techno low pitch tune was a flash of red that consumed the teen's body.

The heir of the Stacy family opened her eyes after the flash not knowing she closed them in the first place and the first thing that came to vision was the rooftop ground and her hands. They were back to normal with all five fingers. She stood back up with surprisingly restored energy, confusion coursed through the blonde's head.

What stood in the flaming Amazon's place was the cute nerdy teenager everyone came to love. The pajama clothes were still on her body in one piece, not burnt by the flames at all. This was a good thing, it beats being naked. Gwen looked at her wristed and saw that the watch's color was a dark crimson instead of the emerald green it had when she found it back home. She tampered with it, wondering why it had stripped her of her gifts, the Omnitrix didn't budge at all and produced its usual soothing hums to calm the situation down.

"Why did you do that? I was only a little parched you didn't have to turn me back on your command", said the blonde feeling slightly embarrassed to be alone on the tower talking to a watch, that didn't stop her though. "C'mon you proved yourself you wouldn't harm me, can't you change me back?" The Omnitrix did this for its user's own good, it was a safety protocol issued by the creator to ensure that the host didn't lose control of its sanity considering 10 different aliens were now mended with the DNA of a this human female. After 10 or 20 minutes the gadget will time out from its active state depending on the physical activeness of the host and will enter a stage of recharging the core energy. After receiving nothing but more tuning hums the teen dropped the discussion and had no other choice but to wait and see what the watch will do. In the meantime the blonde walked around the tower fenced platform wrapping her arms around herself since all she had on was a white shirt with no braw on and her green pajama pants, now she really wished she had worn slippers. Gwen began to slightly cough covering her mouth to prevent the smoke that was starting to descend from up above enter her lungs. Coming to a sudden realization, she face palmed her forehead. " _Wait ago Stacy, you try to hide yourself as much as possible and now a giant number of people saw what you just did_ ", she told herself. Having her powers taken away made her see how reckless the act was, Gwen could only hope the people below thought it was some kind of occupational hazard and not the latter. Despite being in the reckless state of power hungry, the good emotions she felt earlier were still in her heart stronger than ever. Now was not the time to be pessimistic, it was the time figure out how she was going to get down from the building without guards or anyone finding out someone was up here.

With her mouth still covered, Gwen quickly made her way towards the elevator used by tourists and to her disappointment it was locked from here and the other side. She looked everywhere but the high schooler couldn't find any other exit other than the ladders used by technicians and construction which were also locked with a steel fence. The blonde sat down with her arms around her knees and face in her shirt going into deep thinking and breathing as quietly as possible. After what felt like 5 minutes Gwen's state of mind was interrupted by a high pitch chirm with the watch's color becoming emerald green once again, upon seeing the device functioning and the veins in her arm glow, she grinned and stood up from her sitting position.

"Alright let's try this again", said the excited chick, pressing the large button next to the hourglass and hearing the all too familiar techno CLICK, CLICK, CLICK. Gwen scrolled through the icons on the pop up cylinder and landed on the tenth one. Once she thought of her more precise new plan, the hyped girl slammed her palm on the icon and in a flash of green she was her flaming incarnation once again.

"Oh yeah Baby, now we're talking".

The returned Pyronite's first act of movement was to concentrate her flames. The fire surrounding her fiery body began to die down, slowly leaking its way to enter its master's pores. Once that was done the humanoid was no longer glowing as bright as she was before, it was best to lower the heat if she wanted to make it back home without being caught, seen or cause more hell. Conjuring up her now dim flaming board Gwen quickly jumped on it and made a quiet blast off into the air going so high above the smoke and clouds she could barely be seen from grounds point. Thanks to her enhanced vision and bird's eye view of the city the teen was able to see the proper direction of her home. Without further ado the gifted human slowly floated towards her destination determined to get home safely, done for the night.

It took a long while but Gwen managed to pull of her goal, spinning into her teleportation twister, she slowly descended upon her apartment rooftop thanking God up above that the majority of the citizens on this street preferred transportation rather than street packing. Dimming the flames even more as she lowered to the roof, the blonde turned magma maiden let out a relaxing sigh as the twister disappeared. The Omnitrix understood the scenario and commenced the deactivation process for its user. Gwen heard the low pitch beeping on her chest that was also flashing red but this time she embraced what was to come, she will be back to her normal self any second now. Once she transformed to her original body, Gwen ignored the watch and dug into the pockets of the pajama pants and to her relief the keys to the roof and house were still there, not hesitating to pull them out the girl who was starting to feel exhausted turned around to the closed door and inserted the key to open it not bothering to remember the orb capsule that was still on the upper parts of the building near the ventilation systems. Still on the alert the teen stealthy made her way down the long set of stairs and back into the dimmed lighted hallway, she paced down the number of doors and stopped at the right one. Gwen could only cross her fingers and hope that her Mom and brothers were sleeping, accepting whatever consequence that might be waiting she quietly unlocked the front door and was glad to see the only lights on were the ones coming from the kitchen. Faint snoring could be heard throughout the apartment and they came from all five rooms except for Gwen's. There would be no consequence after all.

Taking quick advantage of the situation Gwen silently shut the door and tiptoed to her room at the end of the hall, once she got their she closed and locked her door fast before her luck turned and someone in the family woke up to check on the ruckus. She was tired, but not tired enough to collapse and never wake up for a week. Her mental state was just in total mind blown from what had happened on this very Friday. Thank God tomorrow was Saturday, school wasn't something she wanted to look forward to at the moment. Lazily turning on the lamp night light Gwen threw herself on her bed spreading her arms and legs all across the soft mattress taking in the relaxation. The watch on her wrist gave a soft chirm indicated it was ready to be active once again, too bad that wasn't going to happen till probably the next day. The blonde was still deeply curious about the other creatures she could turn into. She raised her left arm to her face running her right fingers all over her illuminated veins not bothering to consider trying to take off the watch because she knew it wasn't going to.

"You're stuck with me permanently aren't you?" Her response was a soothing hum from the Omnitrix.

Gwen let out a long sigh, how was she going to keep this a secret from the people in her life. The watch wasn't big on her wrist but at the same time it wasn't small either, it would only be best to start wearing long sleeves or jackets, it was a good thing that the colder weather was approaching but what would be next after the season was over. She'll have to cross that bridge when she gets to it. The teen's pedicured foot touched something at the edge of her bed, it was the laptop she left unattended when she decided to open the window for some cool air. Deciding to get the task over with Gwen stood up to shut the window and logged off her computer but not before glimpsing at her background photo of Peter Parker. Peter, what was she going to tell him? Should she confess that she now possessed special powers as well? After some quick decisions the high schooler decided she will. Her boyfriend loved her no matter what, it will not be easy breaking it to him tomorrow since they agreed to see each other again but something told her that things will work out. She must remain optimistic. Their amends will never change. Gwen logged off and set the laptop back on the desk before jumping into her bed to cuddle with her pillows for the night. It was time for some sleep since it was several minutes away from being 11:00 pm.

"Wait till Pete gets a load of you", was the last thing the girl said before slowly drifting off to sleep.

 **Queens, Parker Residence 7:30 AM**

He tossed and turned in his bed with sleep slowly leaving his body as it was telling him to wake up. Peter pulled the large blanket off and got up to stretch, for the first time in a while he finally got some good rest. The teen went to the bathroom for a quick shower and came out wearing his skinny black jeans along with a red t shirt with a white long sleeve undershirt beneath it. He poked his thumbs and fingers into the holes that were made in the sleeves, a fashion thing he liked to do. Instead of the usual torn athletic shoes Peter chose to wear his worn out blue converse. The smell of pancakes began to fill the hero in secret's nose making him hungry by the minute. "She up this early", was all he said before making his way downstairs.

Aunt May was in the kitchen making a giant stack of delicious blueberry and chocolate pancakes. It sure looked appetizing, Peter snuck his way behind her and delivered a lovingly kiss to his Aunt's cheek. She quickly turned around and gave him one in return smiling to see her nephew in good spirits.

"You're up early", May simply said.

"I could say the same for you", was his only reply.

He sat at the table waiting for his breakfast while turning on the T.V. setting it to the morning news. May came with the healthy stack and the syrup gently placing it in the middle of the table. The hungry teen grabbed a couple of the pastries and coated them with the sweet topping. They were both enjoying their first meal of the day until the news caught their attention.

" _And now we move onto a strange event that occurred yesterday around 10:15, last night there was a seemly odd sky performance that looked like it was almost raining fire. We've received reports from all kinds of residencies and office buildings that a projectile of flames was traveling halfway across the city skyline, this claim is supported by a large explosion that happened at the top of the famous Empire State Building, here we have an amateur video recorded by a civilian's phone''._

Just as the reporter announced there was a video recorded from a smart phone aiming at the top of the building and the scene was horrific yet impressive. High above the tallest antenna there was a giant ball of fire expanding to an incredible rate of 150 meters or more and slowly starting to fade before the video cut off.

"What _could this mean people of New York? Was this an act of threat or a mere cheap firework performance gone terribly wrong? The good thing from all this is that nobody was injured in the streets and the workers in charge of cleaning the outer parts of the building will be getting a good pay, I wouldn't want to be the one scrubbing all that filthy ash on the tourist platform. In other news we switch to the latest update on the construction of the Oscorp building and the finishing adds to the new Stark Tower made by Mr. Tony Stark himself_ ".

"Woah", Peter was the first to speak of the two at the table.

"I hope everything is ok, that's a pretty big explosion, who knows what could've caused it", said his Aunt who was more shocked than him.

Deep down the teen was taken by surprise, especially since this happened last night, he must have drifted off before the events occurred. Silently finishing of the rest of his food Peter excused from the table and thanked his relative for the serving. She welcomed him but quickly reverted back to watching the news on the T.V., Peter washed his dish and made his way back upstairs preparing himself for the long day that was coming.

 **Gwen's Apartment home**

She dropped the spoon from her hand almost dripping the bowl of cereal in the process, Gwen was up pretty early and surprisingly also well rested despite her long list of actions last night. She was sitting in the living room alone having some breakfast since all her siblings were still asleep when all of a sudden the news brought up the events from the previous night, it was all captured onto video as well from someone's phone. After watching this Gwen was still sitting on the couch lazily starring at the T.V., pulling herself together she picked up the spoon looked up at the ceiling and let out a long moan.

"Nice going you dimwit, nice fucking going", the blonde was never one for cursing but in this case scenario it was the perfect time to let it slide. This is what she gets for her recklessness but the good thing was there wasn't a slight video capture or reference of her in her fire and lava coated body. It would be best not to become that alien incarnate anytime soon. Shaking off the bad thoughts, the teen finished her bowl of mini wheats and set it aside to lift up her sleeve. Before exiting her room she switched her white t shirt to a long sleeve white pajama shirt in order to conceal the watch, her watch. Once she lifted her sleeve and making sure the doors of her siblings haven't open yet, her thumb pressed the green button and started scrolling through the alien icons.

"You do have a different variety of creatures don't you? I mean none of these look the same", a silent hum was the reply from the comment.

Deciding to stop with the tinkering, the blonde pressed the button to close the cylinder pop up and lowered the sleeve on her arm. Next she changed the news to Netflix on the PS3 and set it to Doctor Who series 1 of the reboot, it was a good science fiction show her debate team introduced her to. How she loved that Rose Tyler and that leather Jacket brooding time lord. After watching two length episodes her phone in her lap rang indicating she received a message. It was her bug boy.

 _Peter: Good morning beautiful, howd ya sleep?_

 _Gwen: Morning bug boy, I slept well3_

 _Peter: That's great, whadda ya say we hang later on for our weekend?_

 _Gwen: Sounds great I'll go get ready._

 _Peter: Sweet, meetcha passed your doorman, Love you 3_

 _Gwen: Lol love you more xxx 3._

She stared down at her sleeve, "Well this is it. It's time to show him what you have done to me when the time comes", she said to the Omnitrix. She turned off the T.V. and headed straight for the bathroom to shower. After locking the door and stripping down to her thong she checked the water to make sure it was just right, Gwen could only hope the watch didn't malfunction or electrocute her while getting wet and after testing the theory by soaking her left arm first in the water, it didn't. Her shower was nice and as soon as she got out her family had woken up, her brothers already changing the T.V. to cartoons and her Mom entered the kitchen to make breakfast.

The blonde took her time to get herself ready for her day with Peter, after drying her hair really good and tying it into a high pony tail, she put on a black pair of leggings with her black boots followed by a violet undershirt topped with a navy blue baggy sweater to cover the Omnitrix. Giving a quick glance in the mirror she grinned and headed out the hallway. Helen saw her daughter making her way towards the door and knew what she was up to.

"Morning honey, off to see Peter?" She asked in a cheerful tone.

"Yes Mom I'll be back I promise", her daughter replied. "I already ate something before you all woke up".

"Ok sweetie take care stay out of trouble", was Helen's last statement

"I will, and stay away from my room you rascals", said Gwen now referring to her younger brothers in the living room.

That being said, the blonde grabbed her bag and left the apartment making her way down to the lobby where her bug boy was probably waiting for her. To her surprise he wasn't, he was probably on his way as she thought out loud. The waiting took a good 20 minutes but after that was over Peter came walking into the lobby carrying nothing on him rather than his duffle bag and the clothes on his back. Gwen passed her doorman and began running towards her boyfriend arms completely spread out. Peter followed with the same gesture and as soon as they wrapped themselves in one another's arm they engaged in a passionate lip lock, not caring if people were near by watching.

"Mmm, mini wheats?" he asked tasting her lips.

"Yup, blueberry pancakes?" she asked in return.

He nodded as they continued their hot make out session. The Omnitrix sensed that its user was in a state of intimacy so it tried to stay quiet as much as possible. Once their lips parted they smiled and headed for the exit, with Peter not knowing this day was going to be one hell of a ride.

 **A/N: Hope you all enjoyed this chapter, please leave a review and tell me what you guys think.**


	3. Chapter 3: A Saturday and All 10 Aliens

Chapter 3: A Saturday and All 10 Aliens

 **A/N: Chapter title says it all, enjoy. Sorry for the long wait, been really busy with stuff.**

They were walking down the street full of people, hand in hand embracing their touch of being physically together once again. While Gwen had her mind on being with Peter she was still taking precaution on concealing the Omnitrix under her sleeve, the veins in her arm were the main problem since every now and then when she looked down they illuminated faintly through the sweater before dying down. The blonde simply needed to relax, her boyfriend was mostly staring at the path they were taking and her eyes every now and then.

"So what are we going to do today Pete?" she spoke first changing the small topic in her mind.

"Where ever you wish to go or do, this is our day, don't worry about spending money. Look what I've got right here".

He reached into his back pocket and pulled 20 half folded dollar bills. Gwen inspected the money more closely and gasped at the small stack of Andrew Jackson's he held in his hand. Peter quickly shoved the money back into his pocket, not wanting to be holding it out for to too long right in the middle of public.

"Peter, where did you get all that money from?" his girlfriend asked him with surprise and wonder. He lowered down to her level to whisper in her ear. "During the past few weeks while we were separate I saw an ad in the Daily Bugle Newspaper, it read cash money for a picture of Spider Man or something that involved series action in the city. I mailed several photos of me doing what I do in costume and what I got in return through the mail was the money in a yellow envelope." She was impressed. Gwen knew he was in photography at their school and to think he found a way of earning money from what he liked to do was a good thing. "So you have like a job now?" Peter shook his head to her indicating no. "No not really, I haven't even visited the Bugle yet, they just simply sent a thank you note along with another one saying to keep in touch, but hey it's no big deal." He wasn't kidding about that statement. Right now he considered his school work, his Spider Man duties, and making up for lost time to Gwen his top priority, nothing else was more important. "It's alright Pete." she patted his lean toned chest. "Hopefully in the near future you could get a job there of some sort, I didn't even finished my internship and work at Oscorp cuz of the construction that's still going on, and the board is doing its best to terminate all of Connor's research." He smiled keeping her hand to his pectorals.

A sudden suggestion popped into her head.

"You know, I could always hook you up at Oscorp if you change your mind Pete." her bug boy raised an eyebrow. "You are quite the Brainiac yourself when you want to be especially in school, if all else doesn't work come with me there." She finished while planting a kiss to his neck.

It was a great offer but Peter just couldn't decide automatically to say yes despite how she just said they could potentially be closer and working together. It's true he was pretty smart when it came to understanding electrical engineering and advanced science with procedures, but to himself, Peter saw this as an inherited trait by his deceased parents or more of an enjoyable course. He wasn't sure if this was something that he wanted to do for the rest of his life to make a living. However, it would be too dumb and rude to just simply refuse a good benefit his girlfriend was trying to give him.

"Sounds great Gwen, but for now let's just hope to see what the future has installed and enjoy our time, this is just a weekend after all." She grinned and reached up to bite his earlobe like yesterday. "Sure thing bug boy." she added while he shrugged of the slight pain near the side of his head. She gave a soft giggle and the two continued their stroll in Manhattan. It was a cool windy sunny morning, it would take at least a couple or more months before the cold weather really started to kick in and next stop winter. After several more minutes of walking through the crowds the pair could make out the image of the Empire State Building in the near distance. The sight was something that couldn't be missed. From the top of the tallest antenna to the giant columns where the white lights glowed at night was a massive covering of blackish grey smudge along with a building washing crew scrubbing the sides where the mess was on the windows.

Peter stopped them both in their tracks and focused his enhanced vision on the ageing tower that was covered in the only substance he could think of along with a lot of other civilians who were also stopping in place to stare at the skyscraper, ash. The image upon his eyes reminded him of the event that occurred last night which played on the news this morning. How could he have slept minutes before it happened?

"Wow, did you watch the news this morning? I can't believe the giant fire caused all that last night." he said in his usual whisper talk. A silent moment went by and as soon as he realized he didn't get an answer he looked down. "Gwen?" she simply stared into the air in self thinking.

She was arguing with herself over the whole fiasco of unleashing that supposed super nova into the shy last night in the form of a flaming demon. " _Man, what a mess I made, there is no way I'm doing something like that again in that form. I just hope that breaking the news to him won't be too bad as this, I know he loves me so I should stop over worrying._ " She said in her mind to herself. Gwen quickly recovered from her train of thought and lifted her head to meet Peter's gaze. "Say what?" she shook her blonde head not remembering what her bug boy asked.

"Did you see the news this morning?" he repeated to her. She briefly stared at the building in the distance before turning back quickly to his eyes and nodded. "Yeah….yeah of course I did, I was the first one up and you know….it was one of the first morning topics being published." She slightly stuttered. Peter kept his eyes on his girl and gave her a small worried look. "You ok Gwen? Is somethin bothering you." Gwen's face automatically became one of pure loving and comfort. "I'm fine Peter, really I am, I'm just you know….in deep wonder on what could've caused such a show last night, I mean I went to sleep around that time so I didn't get to see it or anything." She covered her lie with a peck to his lips. He took the bait and shook his head. "Me neither, I also didn't get to see it last night, whatever did that had to be something, it wasn't an accident." the blonde who was close to him nodded in agreement. Since her lover was in fact the Amazing Spider Man, she decided to ask him something completely unrelatable to their peaceful untroubled day.

"We could check the place out later on if you want to Pete? Did you bring your suit?" her response was series stern look from her boyfriend followed by a simply nope popping the "p." The hero in secret lowered to whisper in her ear once again so no one around could hear. "This is our day Gwen, Spider man will not be around this weekend. Right now all I want is you and to pass the time doing what high schoolers like us should be doing." Peter spoke with full honesty while still maintaining the whisper talk he always used and the voice that Gwen had come to love. She pecked his lips again and another one to his neck. She was happy to know that her bug boy truly changed and proclaimed his main focus on her but the fact was. As long as Peter Parker had his Spider powers and the responsibility it came with, the life she was now a part of was no longer going to be normal in the least and she accepted that. Not to mention underneath her left sleeve was an alien watch that gave her abilities of 9 other beings she still wasn't aware of what they did.

A nearby bench came up on the street and she forced them both to sit down. Before Peter could ask her anything, she grabbed his shirt and placed her lips upon his quickly deepening the kiss and her bug boy embraced the warm feeling effortlessly. The two parted for air and Peter was the first to ask. "What was that for?" she grinned and placed her forehead on his. "A proper thanks for truly wanting to be with me and only me, but Peter. We both know things aren't always going to be the same after what we've been through, we can still have fun and just be ourselves but at the same time it's also good for you to be the other guy cuz the majority of this city is growing to love you, I love you." her bug boy was giving her his shy childlike smile. The blonde giggle and brought her lips up to his but not kissing them just yet. "If I'm the one you want to be with then involve me in your life baby, I want to be there for you. I know it's dangerous but I don't want you worrying about that. You'll protect me, embrace me, love me like the good person you are, the enemies won't succeed in their plans if you're the one to put an end to it all." The teenage hero was taken aback by her words not even feeling the small unnoticeable tear forming on his right cheek. His stuttered after so long to find the right words. "I….I….wow just wow….God Gwen that was just….Amazing." Gwen shut him up with sealing their lips that were centimeters apart.

The Omnitrix was faintly glowing indicating that it was happy for its user. It seems that its female host was in a much longer intimate session with her mate and lover. Its emerald light shined briefly through the sleeve but quickly died down when the two were about to open their eyes. Gwen was the first see his face and leaned in to kiss away the small tear from his eye. Peter let the words sink in and gave his goofy smile. "Thanks Gwen, you truly are a brave smart girl, but I just want you to know that all this." He gestured with his hands doing circles. "Is not going to be easy, I will do my best to keep you, your family and my Aunt May safe." she placed her palm on his chest. "I can't lose you Gwen, I just can't, you're all I need and want and if I wasn't strong enough to protect you and something bad did happen I'm done you hear me done, I can't go on." His voice croaked. Gwen leaned on his shoulder for comfort. At that last statement she didn't know what to say. She didn't want him beating himself up and shutting the rest of the world out because of a tragedy that could potentially happen to her. But it is totally understandable if he did because she could tell that life was precious to him because she was here and if she left him from this world he would end up being like her when she was in pain for not being able to see him the past several weeks only this time it could be permanent. Death wasn't something you could overcome. You can only try to prevent it. The blonde wrapped both arms around his shoulders in which he did as well. She raised her wrist to stare her watch through the fabric of the navy blue sweater. " _Maybe with this thing on I can actually protect myself from danger when he isn't physically there for me_." She said in her mind. " _But that would cause too much of a scene, he still doesn't even know about it yet_." Her thoughts were interrupted when he pulled away from her embrace to stare into her eyes filled with life. In his quiet whisper talk he spoke with strong words. "Our life, our decisions but from now on if I come across someone with power like me who tries to get to you and the rest of our family, they are going to die. Yes they will. Those bastards aren't going to show mercy so neither will I, I'm doing this for you and for our loved ones Gwen." his girlfriend nodded completely understanding his intentions behind the future actions he might do. It wasn't murder if he took the life of someone who is driven by revenge, bloodthirst, and trying to harm the ones you care about. Deciding to lighten the mood she cupped his cheeks with both hands kind of like when he did when he came to her window that night he was injured from fighting the Lizard in the sewers.

"Together forever, you and I our love will grow stronger than ever." the blonde finished her cheesy one liner and caused her bug boy to laugh and give a goofy grin. "So cheesy but true at the same time." he said while lifting them both of the bench. Unable to withstand her new found fetish, Gwen leaned in to bite his earlobe. Peter gave a painful laugh and slowly deprived her face from the side of his head. She giggled and licked her lips. "Sorry bout that, I just can't resist." she finished while battering her eyes. Peter gave a playful serious stare. "Something tells me you're going to keep doing that for who knows how long."

The young couple once again proceeded to walk down the street but this time they picked up the pace trying to lose as much crowd as possible. They turned a corner and rushed into an average nearby alley where Peter was already reaching into his duffle bag for his web shooters. He pulled out his Spidey Mask as well while Gwen was tying her ponytail up into a bun using another hair band she got from her bag and pulling out a matching navy blue beanie cap to go with her sweater. Good thing her bug boy was busy with the web shooters because the sleeve almost slipped down completely where she was hiding the Omnitrix when she attended both arms to her hair. Gwen helped him slide the rest of his mask over his face and stared into the sharp menacing golden lenses. Although everything was much darker now, Peter could make out her features perfectly, the cap on her head made her darn cute in appearance and it brought out her features. The super powered teen pulled her closer by the hips and whispered to her gently. "I didn't want to do this this weekend but I will do whatever it takes to make you happy, let's spend our day how we truly want it." she grinned while wrapping her arms around his web patterned neck. "You may think I love Peter Parker more than Spiderman but the truth is. I love both because they are the same person. You chose to still be with me after what my father made you promise so now I'm choosing to be with **everything** about Peter Parker, not just what I want." she finished. This time it was Peter who leaned in for a kiss and she soon joined in pressing her lips to where his were through the spandex material. Faster than she could react Spider Man wrapped his arms around her and leaped several stories into the air and shooting web like string at a nearby tall building like yesterday. Gwen was taken by surprise but quickly recovered and held on to her bug boy while letting out small yells in excitement.

Peter, with precise calculation launched cable after cable to the tall buildings in the city. He focused on maintaining his girlfriend and himself incredibly high instead of doing what he normally did in costume which was swing below the streets to wear he was almost touching the ground before propelling his body back up into the air. Getting caught by the public in the morning day light was not on the agenda for today. Several civilians below could indeed fact see them but not enough to wear they could possibly spot their faces. One wore a mask while the other wore a beanie cap.

The experience was absolutely amazing for Gwen, it reminded her of how she rode on her flaming board the previous night and she wasn't feeling vertigo at all. She loved the swinging moment she was having with her boyfriend and every now and then his yellow eyes would stare at her to make sure she was ok. They kept swinging until Peter slowed down the pace when Time Square was dead ahead. Both gave each other looks and simultaneously nodded. Spider Man descended down upon the plaza really quickly before the bio cable webbing shot them back up before anyone actually looked up to see the teens. People on the outer edges of the land mark gave cheers as a poorly costumed Spider Man propelled to the heavens with a face covered girl.

After a full 15 minutes of endless so called flying, the Amazing Spider Man guided his webs towards the giant clock tower where he took Gwen the first time he snuck her out of her home. Upon landing on the giant platform where the clock hands spun, the vigilante placed the blonde girl down and web zipped up and behind the tower completely disappearing from sight. This seemed to startle Gwen in the slightest.

Several minutes went by and she was starting to worry on why he left her on the platform. "PETER, PETER COME BACK HERE! WHERE DID YOU GO? COME BACK PLEASE!" she yelled at the top of her lungs. Once she got no response for several more seconds the blonde was almost tempting to roll up her sleeve and use the watch to help her get down. Just before she could make a move, there was a noise behind her. She turned around and gasped. Hanging from one of the hands on the big clock was Peter still wearing his mask and duffle bag while tilted upside down with his legs crossed and a rose in one of his hands. The advanced device on his wrist was lowering the one cable line he was gripping to meet her gaze. "Surprise." was all he said while offering the precious bud to her. Gwen's emotion of being confused and upset quickly left her body. She approached her hanging bug boy and grinned when she realized what he intended all along.

"Sorry about the yelling, I thought you were pulling a cruel prank by leaving me here but I know better than to think like that." she gently took the rose flower and gave it a nice waft. He spoke through the spandex covering his face. "It's ok Gwen….. I guess I should have warned you where I was going first before rudely taking off like that." he felt a pang of guilt swelling in his chest. His girlfriend however seemed to understand the whole scenario now so he wasn't feeling remorsefully bad. She continued to walk closer to her lover until the only thing standing in between them face to face was the flower. As soon as she slowly lowered it and place it in her bag, Gwen reached up to grab the mask that started from his neck and slid it down till where it reached the bridge of his nose.

"You are Amazing." she simply said.

"Some people don't think so." was his reply.

"But you are." She cupped his head and placed her lips on his upside down ones. The teens closed their eyes and began a hot make out session. Both were nibbling and sucking on their top and bottom lips with moisture slowly building up around them. The blonde stuck her tongue into his mouth earning a moan from Peter. Gwen cupped his tongue with her lips and sucked it hard, almost like as if she was trying to pull it out. Small traces of saliva were beginning to dribble down their chins and Peter was starting to get taken aback by how ferocious Gwen was becoming, she was even squeezing his head now. "Gen…Ge….Gwen." he backed his face away from her panting heavily. "G…Gwen…my…..my tongue is not bubblegum." he finished his sentence still out of breath. The teen with the alien watch on the other hand responded by licking his chin of the salivated moisture while giving of faint pants of hyperventilation as well.

"I….I…I really….I really like kissing you." she panted while Peter went through a déjà vu phase remembering how he told her the same thing many weeks ago.

"Same hear." he countered while already steadying his breath thanks to his superior stamina. The hanging teen closed his eyes briefly as his girlfriend finished cleaning his chin with her lips and tongue. As soon as that was over Peter rotated his body to where he was now facing right side up and let go of the web cable watching it dissolve into nothing.

"Never thought you'd be one to French kiss me like that Gwen." she giggled and wiped her own messy face with her right sleeve. Peter brought her into his arms while the blonde raised her hand to pull off the rest of the mask exposing his handsome lean face. Their foreheads came in to touch as Peter pulled the beanie off her head and untied her hair with his left hand letting the majestic locks fall again. The two dropped their small facial disguises and lowered their bodies so that Peter was sitting down on the platform and Gwen was lying in his lap embracing the care and protection of her bug boy's arms. From this height the view was pretty neat. The morning sun shining over the entire city and the crisp cool air hitting their faces was enough to make them stay this way for quite some time. Peter reached into his duffle bag and pulled out a box of rich lavender chocolates for them to share. The love of his life didn't hesitate to pop several of the delicious candy into her mouth once the box was open. She might not be able to get a chocolate house but this surprise treat her lover provided was just the thing to get her to squeal in joy.

"Mmm Pete these are so good thank you." he smiled for being happy to please her with one of her favorite snacks. He placed a circle shaped chocolate between his teeth getting ready to break it apart and swallow it but not before a tongue and another pair of teeth came up to his face and snatched the treat right out his mouth. Taken by surprise Peter looked down and saw Gwen chewing on his chocolate with a smile. She shrugged and turned her vision back to the skyline pretending that nothing had happened. A while later the small box of candy was finished and the two high schoolers hugged closer so that Peter was breathing in the lavender scent of her hair while Gwen sunk her face into his neck planting firm tender kisses to it. She closed her eyes and took in the precious moment. The love was radiant of him and with her mind made up she began the phase of her plan.

 _Its time he knew….._

"Peter." She said in a serious tone of voice. This got his attention and he moved her away from his neck to look at her stoic face. "Somethin wrong Gwen?" her bug boy asked with a hint of worry on what got her so monotone all of a sudden. "No, no nothing is wrong Pete….just…. I need to confess and discuss something with you." Peter was starting to feel a little anxious. What could she want to discuss when things seemed to be going so well for the time being? Not wanting to keep her waiting he stood up from the platform with her standing onto her feet again. Before he could ask her what she wanted to talk about Gwen spoke quickly before him. "I need to tell you something, but not right here Peter. You think you can find us a nice spot outside the city? Somewhere where we can be truly alone and nobody will know where we are?" he was taken by surprise but he nodded. He knew a great place to go for such privacy, down by the eastern docs where there were several abandoned warehouses. He use to go there to test his powers several days after he got them along with grinding on the rails to practice on his skateboard. It wasn't the best place to visit but what his girl was asking for sounded pretty urgent.

The two quickly placed on their disguises and set the empty chocolate box aside. Once he made sure she was secured to his side. Spider Man leaped of the platform and spun a web to the nearest building using his momentum to zoom past it and headed straight to the eastern side of the city. Gwen was in self thinking once again while propelling through the air with her boyfriend. She was planning on what to say to him and what to do when they got there. The vigilante picked up the pace and with incredible speed the ocean was coming into view along with the still standing docs and warehouses.

Upon landing on the concrete floor Gwen took in the sight before her. The inside of these giant abandoned facilities were just as she suspected when seeing them from the sky. Old, dirty, and deserted. It was weird because some of the stuff in the area still looked like it could function. But that was not the primary focus. She had secrets to reveal.

"Well we're here." he shrugged his shoulders while spinning in slow circles. After the quick sight of memories he walked back to her and not only did he notice her taking her cap and hair tie out but also pulling off her boots along with her socks exposing her bare feet and dark lime colored toenails. Peter practically tore the mask from his face when Gwen proceeded to take her sweater off showing her violet undershirt with a black bra. Setting all her stuff to the side the blonde crossed her arms and looked down to the floor. "Gwen what are you doing?" he was confused at this point but all that got replaced with curiosity when his eyes landed on the strange bulky yet small watch that was on her left wrist.

"Gwen…..what…what is this?" He said while closing the distance between them and gently grabbing her forearm. She looked up and waited for him to take his eyes of the watch and focus on her.

"Do you, Peter Parker love me?" she asked in her raspy voice that he came to adore so much. She tried her best to still maintain a good posture and strong look, but the truth was that her emotions were starting to slightly get the best of her. Making decisions could be easy but committing the actions to go with them can be really hard and make you nervous. Gwen was tensing at the thought of the possible outcomes from all this but she couldn't give up now, not after making it this far.

He raised his free hand to her cheek and gave her his most comforting and understanding smile yet. "We've been through this. You know I love you, no promise is going to keep you away from me and you said it yourself, together forever, you and I our love will grow stronger than ever." Her mood all of a sudden lightened and she giggled remembering the cheesy line she made for their bond.

With new found confidence and taking in another great proclaiming speech from her bug boy, she softly pushed his arms away from him. Gwen took a couple steps back with Peter stepping forward. She held out her palm indicating for him to stop where he was and quickly closing her fingers to curve her arm in front of her face so his vision focused on the high tech watch once again.

"You wanted to see what this was?" she asked as he stared at the large green hour glass symbol and before Peter could give her a response Gwen pressed a small button on the corner of the Omnitrix and a glowing cylinder popped up. Peter wanted to approach her but he felt like it was best if he simply stood where he was admiring the device his girlfriend was wearing.

"Did Oscorp give that to you?" the blonde shook her head no. "Oscorp would kill for this kinda tech Pete." he gave a confused expression and raised his eyebrows when he heard a high pitch chirm followed by a techno sounding CLICK. CLICK. CLICK. Gwen's vision was focused on the cylinder and using her right hand to scroll to the very last figure her bug boy couldn't make out. She raised palm and looked at his with a face saying, "Be right back."

"Gwen…..what are you d…" and before the teen could finish, the love of his life's palm came down on her wrist. There was a huge flash of green so bright that Peter had to slightly shield his eyes for protection. When he turned his head back to the cause his jaw dropped so long his lean chin looked like as if it was going to break. In Gwen Stacy's place there was a towering female humanoid made out of one of Earth's most famous elemental forces, fire. Her body was coated in reddish coaling rock with lava patterns running up and down the frame, her hands were severally massive with only four fingers on each and completely covered in flames. The same went for her legs from the knees down with each foot having two sharp looking toes. What caught Peter's eye was the huge swelling chest with the watch symbol in the center but instead of emerald green, the hour glass was white. The last and final view was the creature's face. The rocky head with a flat mouth and burning sunken eye sockets sported a majestic cascade of blondish yellow flames running down all the way to the fiery Amazon's lower back. Gwen struck a pose after she ignited her fire to grow brighter and let out a faint hissing giggle.

"Gwen….is….is that you?" he asked and nearly passed out when the creature nodded. Peter grabbed his hair with both hands and began to walk closer to her this time nothing holding him back. "Holy shit…..Gwen….oh….God….Gwen what have you done to yourself!?" he asked in new found shock and wonder. The super hero in secret stood closely in front of her now not caring that the flames were starting to make him sweat. She was huge, towering over his height of five foot eleven inches. Peter didn't know what do or say at this point other than to start panting. The massive Pyronite slouched her shoulders forward bring her flaming skull down to see his troubled eyes. She curved her thin burning lips into a small smile and opened her mouth.

"Easy bug boy." Upon hearing those words Peter gasped while lowering his arms from his scalp of messy hair. It really was her. Gwen, his one and only Gwen still stood before him looking like as if she just came crawling out of a volcano.

"Does it hurt you? Are you in pain?" the Pyronite shook her head no. He let out a sigh of relief. "It's alright Pete, don't worry I'm in control." she conjured up a ball of flames in each hand before absorbing them back into her palms. A mixture of amazement swelled up within Peter's chest. Powers, she had powers now. How was this possible? When? How? He shook his head of all the questions but there were a few that settled into his mind and he had to ask.

"You've got powers now?" Gwen nodded at his question.

"How did…how did this happen?" his girlfriend giggled in her raw sounding steamy hissy voice. "You saw the watch Peter. It turned me into this." She stared at her body. "Hey check this out." she faced the other side of the building with the massive opening towards the sea and Peter watched with a shocked expression as the burning Amazon took a howling breath of air and unleashed it from the back of her throat shooting torrents of fire the way a mythical dragon would in a story book. She closed her mouth cutting of the flames and after a silent second Gwen burped out a puff of black smoke while giving a faint chuckle to her boyfriend. Peter couldn't help but still stand there dumbfounded by the actions of his now super powered girlfriend. He was about to speak but quickly shut his mouth when Gwen took the action of maneuvering her big hands in a spear like oval to the ground repeating the process three times. What stood between them was a massive surfboard made out of the known element. Not needing to think any further The Pyronite jumped onto her creation and gave her bug boy a brief blow of a kiss. Peter after all this time still stood in his place as Gwen extended her hands for balance and took off like a hover rocket. She zoomed out to the sea and completely left Peter's vision as she turned around the corner of the warehouse. Finally, deciding to act quickly Peter grabbed his mask of the dirty cement to place it over his head and leaped into the air spinning several web cables to ceiling of the big exit and turned to the corner of the rooftop once he reached the certain height. Converse shoes now firmly planted on the building's ceiling floor, the masked teen looked around for any signs of the flaming goddess but all that came to his eyes were pieces of scrap metal along with rusted generators that were falling apart.

Spider Man continued to look around but there were still no signs of Gwen anywhere, until he decided to turn his head up. There she was, fifty feet in the air waving at him. Upon realizing she had been spotted the flaming girl glided her way down to the rooftop jumping of the now disappearing board and yelled for him to get out of the way. The vigilante didn't need to be told twice and he summersaulted several feet away from where she would impact. Gwen smashed the platforms of her feet into the ground and quickly crouched to one knee, right arm to the ground, left arm closed and spread out like Tony Stark's Iron Man when he landed from the sky at the Stark Expo event a year ago.

" _Shoot to thrill_ …." He heard her whisper. "PPLLAYY IITT AGGAAAAIINNNNNNNNNNN." torrents of ungodly fire burst from her hands and mouth as she quickly stood up and arched her back. Peter while watching couldn't help but laugh at the imitating reference. The cascade of inferno vanished into a blotch of black smoke and slowly faded away several minutes after Gwen showed off the impressive performance. To speed things up the Pyronite sucked in as much of the smoke surrounding them as possible through her mouth absorbing it like a wild vine of pasta noodles.

After that Peter couldn't help but give a loud clap for quite the show she gave. He walked towards her pulling the spandex over his head and stopped for the second time in place again when she held her palm out, a feeling was coming over her as she looked at her chest. The Omnitrix felt that the lover of its user had seen quite enough of what it did in the body of a Pyronite so acting against the timer limit the watch began the de transformation process for the user. Gwen could feel the power leaving once again and before she knew it, the hour glass on her chest started to blink red followed by a low techno beeping pattern. Peter covered his eyes as a bright red light consumed Gwen and when he looked back there his girl stood, her beautiful face completely unburned or scarred with her natural hair returned seeping down her shoulders. She still had all her clothes on except for the sweater and boots she shed earlier. They didn't burn when she transformed, thank God she wasn't naked out here. The teen gave a brief smile when her feet were no longer bird like and back to normal as well. The watch on Gwen's wrist was now a glowing faint dark red instead of emerald green. The blonde looked down at her pedicured feet when she briefly saw his face become stoic and expressionless.

Gwen took a few steps forward and was surprised when he rushed at her and embraced her now small frame within his arms. She pulled him in so hard she could feel her breasts squeezing tightly against his lean broad chest, and wrapped a bare foot around his jean calve. Peter pulled away to stare into her dark greenish eyes and pecked her lips with his own.

"Gwen…despite how amazing that was, what on earth did you do to gain this power?" he asked her despite wanting to barrage her with more questions but that wasn't going to help the situation. He wondered how was she able to do all that, how long has she had these abilities? Did she gain them when he was away from her? Did she just now decide to tell him about these hidden gifts? His mind was interrupted when the girl spoke up to answer his first true question.

"I told ya Pete." she giggled while bringing her arm around to show him the watch. The spider powered boy had a full glance now on to what it looked like, it was bulky yet small and it had a black and white trail pattern all around her wrist. The symbol in the center was red and had a button of the same color on the side indicating that it was the turn on/off switch. He stared up at Gwen for a moment and watched her grin as five quick minutes have past and the Omnirtix glowed back to its emerald green color giving off the impression that it was ready for activation once again.

"Did it just do some kinda recharge?" She nodded and planted a kiss on the green hour glass earning a tuning hum from it. Gwen looked back into Peter's eyes and continued where they left off on the conversation. "If you really want to know where I got it, would you believe me if I told you this watch is not of Earth?" he gasped.

He processed the information and it took him by surprise, he was a little skeptically but after all they've been through with Oscorp and the serious yet smiling expression on her face, Gwen Stacy wasn't joking.

"Oh….my…..God." he spoke in his whisper talk. The teen looked down and pointed at the device. "That's…..that's an alien gadget on your wrist?" he asked with new found realization and shock beginning to enter his body. The blonde simply nodded and held onto his shoulders for comfort, she didn't want him panicking.

"I received it last night on the roof top of my house." His eyebrows raised up and in a way she kind of felt like she shouldn't have simply said that revelation like nothing. He was doing his best not to get all hysterical but all of this wasn't what he expected and he started to show signs of distress. After a small pause Peter finally gave a response and backed away from her.

"Last night!?" he scoffed at her. "You're telling me that…that last night you all of a sudden got some weird….strange….alien thing that gave you the abilities of something that looked like it took a shower in magma." The blonde let out a heavy sigh knowing this might have been one of the reactions she predicted. But she didn't want to argue, she wanted him to calm down so she can explain herself. Peter on the other hand was somewhere else in self thinking as he started to pace back and forth while gripping at his long short wavy hair. He expected something like this from Oscorp since all thanks to Dr. Connors there was a bunch of fiasco all over the city weeks ago, but for her to tell him that a device from outer space came to Earth and granted her powers? That hit the top of the strange chart leaving the lizard and Spider Man in the low numbers big time.

Gwen decided enough was enough and with full on determination, she marched towards him, Peter noticed this and gently took a step back. She stopped to think of a new plan and prepared her words, knowing what she was about to say was going to make him see reason and bring him back from his slight creeped out trance. She loved him, she truly did. Gwen understood what Peter was going through, because it's not considered okay to just simply receive an alien artifact the same day they reunite their relationship and expect things to go lightly but what he didn't know was that it was slightly getting the best of him and he was pushing her away. She wasn't going to take offense because the proclamations of love he'd given earlier and yesterday were not horseplay and deep down they both knew it.

"Do you, Peter Parker love me?" she crossed her arms as he startled and raised both eyebrows at the strict tone in her voice. "I….wha….I….do." he said responding and reverting back to the shy mumbling talk he use to do when he talked to people in the past. Gwen shook her head in in a shameful way and scoffed. "No, don't you dare give me that stutter speech Peter, you changed completely since yesterday and now because I'm being honest with you in something that shocks us both you're treating me back like a square one?" he was shaking, the words were sinking into his head faster than lightning could travel but Gwen wasn't finished yet. "You said you loved me and that we'll be together and face the dangers we come across no matter what. You said you were capable of killing those who will hurt me and you'll fight to your last breath to still see me okay. Was all that true?" she knew it was all along but she had to remind her self she was doing this for him to take the natural feelings of distress away and it was working due to Peter's bodily reactions to what she was asking and saying.

Peter was holding his head in one hand while his other arm was crossed around his chest. He heard every word and cursed to himself. She was right, God she was always right. How could he have been so stupid to ignore her and step back like that? He didn't want her thinking he didn't want to be with her anymore, as a matter of fact before he broke his promise to George Stacy he had stopped by his grave and spoke to it in the clearing saying he loved his daughter so much and that he will have to do the right thing to make her happy. He vowed to George that if anyone was getting hurt if they continued to see each other it would be him, if there was going to be someone dying in the relationship it would be him not Gwen, her life was too precious to be taken away so soon and he will die to see his love live another day hands down. Making up his mind he let out several sniffles he didn't know he was holding and Gwen noticed this, her face suddenly becoming one of guilt and sorrow. Before she could run to embrace him Peter shot two bio cables to her body and brought her close to hug her form and stiffen his cries on her shoulder. He quickly pulled away found her lips and initiated a lovely moment. After the teen's lips parted Gwen stood on her toes to kiss away the soft tears while Peter was doing so little to try to move his head away thinking he didn't deserve her sympathy for the small yet stupid act he did against their vows. He felt weak because he was supposed to be the strong one for them both but who knew that a few words of reason from the most beautiful girl he came across was enough to crumble him like a good for nothing loser. Peter continued to feel soft lips against his cheeks and only wished for Gwen to stop but she kept going.

Gwen was feeling a pang of guilt for making him collapse this way, she wanted him to listen not strike a sensitive nerve and break her bug boy. She was on the verge of crying herself when Peter was lazily moving his head away so she wouldn't kiss his tears but she still managed to rid most of the moisture on his face.

"Ima Fucking Moron…..I don't deserve you." She heard him insult himself. She smashed her lips to his and kept his head in place when she felt like he was backing away. Using new found strength Gwen lowered their bodies so they were lying criss-crossed on the ground and still continued to kiss him while doing it. The Omnitrix sensed the tension in the air and released a loud feminine hum for the teens to hear while making the veins in Gwen's arm glow. The two separated for air and Gwen cupped Peter's soft handsome face.

"You deserve me Peter." She kissed a fresh tear away. "Don't ever say those kinda things to yourself. You matter, especially in my life, in my family's life. I love you and nothing's changed, I'm sorry for what I said okay, I never doubted your care for me or feelings, I just wanted you to see my side of the story because of this." She gestured to the watch. At this point Peter was ready to shut up and listen to everything she had to say, Gwen on the other hand hugged him while they sat closely together on the rooftop floor waiting for him to officially calm down.

" _There there baby, its ok, its ok, I'm here and I'm not going anywhere, I love you bug boy…..so much."_ she whispered into his ear while softly biting his ear lobe earning sniffling laugh and smile from him. Several minutes went by after Peter and Gwen had their discussion and the atmosphere was calmer now with the Omnitrix shutting off its soothing hums without the teens even realizing it did. The tension was all gone and Gwen raised her head to look straight into her bug boy's eyes, the sorrow gone and ready to start anew with the past topic.

"So…Gonna explain how you got this little friend of yours?" he looked down at her arm. Gwen giggled and raised her wrist so that they were both getting a clear view and kept the watch between their faces. She searched for the right words and began her explanation. "It all started last night when I was on my computer typing up a blog when I decided to open the window where you use to crawl in from for some fresh air." he listened carefully and told her to proceed. "When I looked up I saw this strange glowing orb in the air that was shining green, it only took a couple seconds before I realized it was coming down on the rooftop but not to too fast to where it would crashed and rupture the building." she paused catching her breath. "Curiosity got the best of me and I went to go check it out, I left without anyone in the family noticing since they were fast asleep. Once I got to the rooftop the glowing was coming from the upper parts of the building, you know like…..like the vents and restricted antenna entrances and stuff?" her bug boy nodded. "I climbed the top ladders and the sight nearly made me pissed myself. That's when I found this futuristic looking ball opening up with the watch inside and an aurora of green surrounding it." Peter was pretty shocked but hid the expression with one of understanding and remained silent. "If that wasn't surprising enough the watch gave off the impression like as if it saw me and opened up the white and black straps as a way of wanting to give me a hand shake. I was shocked but at the same time I had courage so I reached out to touch it and before I could react, it stuck itself to my wrist and that's the end of that story." she finished leaving Peter in thinking for a moment.

"Can you take it off?" he asked. Gwen simply shook her head no. "Nope, sorry Pete I just can't, it doesn't wanna and I've tried already with a pair a nail bending pliers, they snapped when I pressed down on the bands and hourglass." Peter was impressed by how durable Gwen claimed this thing to be, but what is as strong as his super powered strength?

"Here, let me try" he insisted. The blonde was hesitant for a moment but let her boyfriend cup his smooth palm around the sunken cylinder. Upon getting a good grip Peter began to squeeze the living daylights out of the Omnitrix gritting his teeth harder as he soon realized he wasn't making any progress in denting, removing or damaging the watch in the slightest bit. His fingers were starting to hurt and his face turned red when all he kept hearing were creeks and sounds of metal on skin. Gwen couldn't help but grin as her bug boy let out a huge breath he was holding and dropped his numb hand to the side in defeat. It's a good thing the user of the Omnitrix let him tamper with it otherwise he would've unknowingly been hit with a large feedback pulse

"Ok it's not coming off." he said and Gwen shrugged her shoulders with a smile. "I told you so."

"So now that we cleared things up, how do you use this thing to access your fire powers?" he asked. Gwen eyed the Omnitrix and Peter followed her gaze. The blonde slowly pressed the circular button on the side. CLICK. CLICK. CLICK. Peter's stare intensified when the green hourglass popped up and expanded out turning into a rhombus and a blackish silhouette figure of a mutated four legged creature came into view.

He watched with concentration as Gwen placed her fingers on the circular pad and scrolled right to come across more of the dark icons along with hearing futuristic techno chirps every time her fingers flickered on the device. The next one was a four armed humanoid that looked like it could resemble the Incredible Hulk monster that the teens have seen on the news back in the year of 2008, then to one that hands down looked like a frog only it stood like a person would instead of crouching down on its hind legs. The next one was indeed a figure in the appearance of a velociraptor with balled feet followed by a ghostly looking blob with a slim yet pudgy body. Gwen continued to show her bug boy the aliens and the last five were quite the lookers. Another humanoid monster made of spikes, an aquatic angler fish with a tail, a mutated looking bug with four distinctive wings, a giant Roly poly standing on beefy legs, and lastly came the fire being, the first one Gwen ever transformed into.

"It's not just fire powers Peter. I've gained abilities from nine other potential alien life forms." he raised his eyebrows in sudden realization, so that's what those others creatures stood for, more aliens with abilities. "Wow…..just wow Gwen, not one not two not three but ten aliens in this watch, that's awesome." Peter said while lifting them up from the rooftop floor and standing on their feet once again. Gwen stared down for a moment then back towards his face giving a mad grin.

"Wanna check out the rest of them." she raised her wrist with the cylinder still popped out of place. He gave her a slip sided grin and nodded taking a few steps back getting ready for what his girlfriend was about to do. Peter gave her a thumb's up and she winked at him before turning all the icons to the left.

"Eeny meeny miny moe, catcha giant mutated four legged creature by the…." She scrolled back to the first silhouette and before she could finish the last word, her palm came down on the Omnitrix.

Gwen could feel a darkish green atmosphere surround her body and the first thing she felt was a slight pain in her calves, they were dislocating and relocating to form that of a dog or wolf. She could feel her eyes disappear into her head and a nasty row of serrated sharp teeth began to grow out of her gums sharpening as they increased in length and saliva building around them. Her whole body started to grow a vast of giant orange hair covering the teen from head to toe. As soon as that happened Gwen could feel herself growing to once again a giant compared to an average human and she felt the green nails on her toes extend to represent talons of a berserker predator along with the nails of her now hairy hands, she still however maintained her apposable thumbs. The last steps of the transformation consisted of a large bushy blonde tail growing out of the lower spinal cord of her rear and several blonde haired streak designs on her upper back with the watch's symbol on her left arm with a black shoulder pad. Striking a pose by sinking her clawed hand in to the ground the now mad dog released a loud animalistic roar into the sky. To the Omnitrix this was a DNA sample of a Vulpimancer from planet Vulpin.

The flash of green was gone and Peter twisted his head to meet the giant muscular animal before him. Like the fiery Amazon this alien was big, reaching the length and height of possibly seven feet. It stood in place doing nothing but snarling and garbling the way a canine with rabies would do. Peter slowly approached the new alien hoping that it wouldn't lash out while holding his hands out. "Easy Gwen easy, it's me Peter, your bug boy. The Vulpimancer snarled upon hearing him speak and turned its eyeless and nose less head towards him.

" _Peter? Peter is that you? I can't see anything, PETER_?" she tried to speak but the only thing that came out of her black lipped mouth was more roars and growls. Peter on the other knew that Gwen was trying to tell him something but she probably couldn't due to the fact that this form took away her ability to speak and most likely her hearing smelling and vision since she didn't have eyes, ears, or a nose. The teen was startled when Gwen's beefy orange blonde neck began to compress and move in waves. Looking more closely a pair of sonar nostril gills began to manifest on both sides of her neck and the girl turned alien seemed to calm down more.

" _Aww, that's much better, but everything is so weird looking_." Gwen said in her mind as she used her new found sonar gills thanks to the watch's doing of giving her the understanding of the abilities through her brain. Gwen's sight wasn't like that of a normal person or the fiery being, instead everything around her looked like what someone would see through a thermal imaging camera. It took her a couple seconds to get the hang of it but through the adaption of the watch she was able to master the senses pretty quickly, she could now see, smell, and hear through the gills also working as a nose now.

Upon homing in her vision on the other life form several steps away Gwen could see the unmistakable glowing green outline of her bug boy with his hands help out to her. To lighten things up the Vulpimancer turned her body on all fours to face him fully and she hunched her back. Gwen curled her black lips filled with jagged teeth into a smile and earned a surprise chuckle from Peter who put his hands down.

"Gwen, can you see me? Can you hear me?" the giant female dog nodded her massive head. Since she couldn't talk she might as well communicate with gestures. Peter closed the distance between them and began to rub the large scalp full of nothing but furry hair and muscle. Gwen couldn't help but start to pant the way a small puppy would do when being cuddled by its owner. Using her large front legs slash arms, Gwen wrapped her human boyfriend in a buddle and turned on her back so he lied on her big slim chest and belly. Peter was cackling like a moron when he began to lose himself in the small orange forest that was Gwen. She let out a dog like yelp when Peter kicked something that was buried in her fur. He moved away from the space and rotated his body to wear he was now facing what he hit. It was an utter. As a matter of fact she had multiple ones on her stomach, a complete total of six. "Wow." He said as he cupped the large pink flesh resembling a nipple. Gwen let out another yelp.

 _Peter, let go of my breast….now!_

He realized what he was doing and let go of it. He covered the pink stub back up with hair and turned to face Gwen once again. "Sorry bout that. He tried looking for another way to change the subject. The teen looked down at her clawed feet and noticed that the talons on the three sharp toes were green colored. "Hey look, you still got your pedicure." He exclaimed happily. The alien girl squeezed her head forward and the tips of her feet threw her inferred vision were indeed fact green. " _I guess you're right_."

"So, what other things can this one do other than act like a giant not so cute puppy?" he asked mocking her in a playful manner.

" _Let's find out shall we_?"

Moving incredibly fast for an alien animal of her size Gwen tilted over throwing Peter off her and quickly picked him up by one arm to place the startled teen back on her body. After making sure he secured himself on her back Gwen ran towards the end of roof on all fours and charged her way through the giant pieces of rusted metal scraps all over the area. Upon reaching the edge she leaped of the tall building and landed hard on the concrete dock floor smashing a large dent in it beneath her weight. The thing that surprised Peter was that Gwen wasn't fazed by the impact at all and gave a massive lion like roar in the bottom area. Unleashing her raw power Gwen took off at speeds that could make a cheetah wet himself and Peter was doing his best to try and stay on her even though his spiders were doing the job for him. The giant mutt leaped passed several gateways that were three times her own size and upon seeing an abandoned rusty crane Gwen didn't hesitate to jump onto the base and start escalating up the designed pipes. Peter took in the great view as they went up, the ocean sea of blue expanding more the higher they went. Gwen was running out of thick pipes to use once she passed the control box and starting depending more on the smaller ones, using only her feral hands to continue their path up the sky. This crane must have been at least sixty meters in height because as soon as they reached the top of the structure, the curve of the Earth was coming into view. Gwen had climbed higher structures like the Empire State Building from last night but that was under different circumstances and it was night time. This moment however put a great smile on the big dog and the spider powered human's faces.

Peter had decided to leap of her and hang from the tip of the antenna while Gwen wrapped her one big arm around the pole while her legs were firmly pressed against the rod. Peter looked down at his girlfriend and she stuck out her long purple tongue, she started to descend down the crane just as fast as she climbed up. Peter's eyes widened but he shook of the worry and followed after her.

" _Later bug boy_."

Gwen with precise timing and calculation made it back to the bottom and eyed the huge crane once more before running of into the distance of the Eastern docs. Sensing his presence above, she stopped her trail as Peter landed in front of her wagging his finger no with a smile. Gwen let out a small roar and turned around wagging her long furry tail before making a run for it. Peter chuckled and web zipped after her. Gwen made sharp turns around the huge deserted gas trucks and made a u turn to enter another warehouse with Peter maneuvering his body at inhuman speeds to keep up. Seeing his girlfriend go into the long hall dirty building he landed on his feet and went in to look for Gwen and there she was, Standing in front of an old white van. Gwen seemed to be in a state of observing and before she could get called out by Peter she positioned her feral hands at the bottom of the wheels and with a hardened tug, the Vulpimancer lifted the giant vehicle and stood on her hind legs with a snarling grin. Peter's mouth became and o and awed at the marvelous strength his girlfriend was showing off.

After a couple seconds Gwen dropped the van and panted heavily as it tumbled of her shoulders and bounced off the concrete creating a small shock wave. She approached her bug boy on all fours and Peter leaned in to scratch the big dog's head in impression and proudness.

"Not bad Gwen, you know how to handle these powers pretty well." The creature with no eyes lifted her muzzle and attempted lick his face but Peter didn't want to get any overgrown dog slobber on him so he backed up. The beast gave a howling snicker and walked slowly to the outside abandoned plaza where the sun shined.

Gwen suddenly stopped in her place and looked at her shoulder feeling the watch will de transform her once again. Peter watched from behind and the Omnitrix commenced the power down sequence. The alien girl's shoulder began to flicker red and the low beeping followed with it. Peter having gotten use to the flashes already after the first couple of times didn't turn away from her. The flash of red passed and the original Gwen Stacy stood in the mutt's place crouched on all fours.

"Well that was a good one wasn't it?" she lifted herself of the ground and dusted her leggings. Peter nodded his head while adjusting his web shooters. "That was one heck of a Wildmutt Gwen. But why does that thing time out so quickly when you activate it?" she looked down at the red colored watch and shrugged. "I don't think it times out quickly Pete, I think it times out when it wants to." he gave her a confused look. "When it wants to?"

"Yeah, judging by how this thing reacts and works, we can only conclude that it has some kind of A.I. or a mind of its own. Every time I transform I feel like the watch gives my brain guidance on how to control the powers of the aliens and when I am an alien I feel like as if I have a limit in the use of power." Peter observed her statement and rubbed his chin thinking about the theory.

"Maybe there is a time limit or something, but for now it was probably shutting of my powers like that because it knows what we're doing and that's checking out the aliens." She said as she tapped the hourglass showing him the gadget. The Omnitrix couldn't agree more with its user because she spoke the truth one hundred percent. The Maximum time limit that the creator Azmuth had ensured was twenty five minutes no more but that didn't mean under certain circumstances the device couldn't work against that rule and deactivate during different scenarios such as this one.

"Well if it's on some kind of demo version at the moment, what's next?" he finished the last statement with a cheer. Gwen's mood was lightened up and she was about to activate the watch until she stopped herself upon seeing it was still glowing red.

"Ugh, now of all times it chooses to recharge slowly." she scoffed.

"Well how long does it usually take?" he asked with her giving him a directly answer. "Mm bout five minutes or less." They stood in place for a couple more minutes and they both hugged briefly and kissed in joy when the Omnitrix glowed green again. Gwen didn't hesitate to click the button and land on icon number two and without further ado she slammed her palm in anticipation, Peter grinning at what was to come.

She paid no mind to the Green aurora surrounding her as the first thing to change was her body size. It expanded to an incredible height of fourteen feet off the ground and her lower ribcage began to stretch at an amazing rate. The veins in her body started to swell with blood rushing through them like a wild stampede followed by a second pair of arms rupturing out of her violet undershirt beneath her first pair of arms. Her nose disappeared into her body and her eyes turned into wide slits that glow a bright yellow with a smaller pair growing beneath them. The hair on Gwen's scalp shrank down into her skull and right in the middle of her head from the nape of the neck to the intersection of her eyes spurted out a majestic wavy long blonde colored Mohawk with red highlights. The veins calmed down their rush as the girl's entire body became a dark ruby red in color. The clothes were adapting to fit onto Gwen's insanely growing body, the leggings expanding to fit like leotard pants around her waist to her feet which now only had two sharp looking toes like the Pyronite. The violet undershirt tightened to hug her enormous breasts to her chest while also shrinking to reveal her now toned and ripped abdominals completed with an eight pack, no belly button in sight. The last phase of the transformation were her growing muscles on her now four arms and shoulders, black fingerless gloves manifested on each hand with Gwen striking a pose in the air, raising her arms and unleashing a mighty barbaric roar with a mouth full of powerful white daggered teeth. To the Omnitrix this was a DNA sample of a Tetramand from planet Khoros.

The flash left quickly as it came and Peter was lost for words upon seeing the creature that was bigger than the fiery being in front of him. "RRRRRAAAAAWW, HELL YEAHH, WHATCHA THINK PETE?" yelled Gwen while flexing her colossal arms. He was amazed, just to think he'd seen it all now here his girlfriend stood in the form of a walking red tank that was possibly bigger than the hulk, and sized up Connors in Lizard form big time. Peter didn't move as Gwen used one her left upper arms to grab him by the shirt and placed him on her rock muscled shoulder. They both chuckled as they stared into each other's eyes. Peter felt his hand touch a small metal rod near her deltoid which so happened to be the watch's symbol, couldn't it ever be in a more proper place on the body of the aliens?

"How's the view?" her baritone voiced echoed through his ears. At least she could talk in this form. Peter drove his fingers through her long Mohawk earning a grin and wink from Gwen. "How bout we see what this one can do?" she cracked the knuckles on her two sets of arms. Peter didn't like the look in the look in those squinting four eyes as Gwen leaned back and charged straight towards the rusted trailer boxes that eighteen wheelers carried. The teen had no chose but to jump of the behemoth and swing away as Gwen crashing straight through the metal ton boxes almost effortlessly, her momentum bring her forward and teared straight through several more. Coming out from the other side the Tetramand was cackling like a maniac but quickly calmed down upon seeing Peter perched from a nearby lamp post with his arms crossed.

"Really Gwen?" he scoffed. "Was collateral damage really necessary?" Gwen shrugged her shoulders. "Hey I'm doin a little testin here, cut me some slack. Besides watch this."

The alien girl lifted up a trailer with only two hands and with a snarl she chucked it over the horizon with a faintly loud splatter coming from where it landed indicating that it sunk into the blue sea. Gwen continued this process until a total of five damaged trailer boxes where now at the bottom of the ocean. Cleaning her palms of imaginary dust the behemoth put her lower hands on her hips while the upper ones were crossed against her chest. Peter stared down at her from his perch and shrugged with a more reasoning look. "Well at least you cleared your tracks."

Gwen looked around to see if there could be anything else in the area she could use to test her powers as alien number two and an idea popped into her head. Peter studied her face carefully and his sixth sense triggered like crazy. The ground shook as Gwen launched herself into the air approximately several stories high and came back down with a yell for Peter to take cover. Upon leaping into the sky above Peter closed his eyes as he heard but didn't feel the massive shock wave that echoed across the Eastern docs when impacted by the red giant. The teen opened his eyes and surprisingly, nothing in the area was destroyed except for several trucks being tilted to the side and a giant fifteen meter long whole in the place where Gwen stood crouched. Normally he would be upset about her reckless actions but he reminded himself that she was doing a test drive and that nobody was getting hurt. Besides, this was an abandoned restricted resort where anyone hardly came with the exception of several electricians that have shown up to check out the place every once in a while, boy were they in for a surprise.

Fishing herself out of the rubble Gwen shook of the rocky debris and found her bug boy now perched on the top of a tilted cement truck that was already broken and left for scrap. She gestured for him to come down and he did landing in front of her with his face barley reaching up to her waist. Gwen got down on one knee and gave a huge sized bolder for him to take. Peter was slightly confused but later got the message before Gwen could talk.

"Nope….Nope uh uh absolutely not I'm not smashing this thing across your head Gwen not gonna happen." Peter said while shaking his head back and forth. Gwen let out a sigh but didn't give up there. "Come on Pete look at me? Do you really think something like that is gonna hurt me? I'm just doing this so even you can be a part of the demo." she didn't get an answer and he was about to drop the rock when Gwen grabbed him with her lower right arm and looked into his face with four eyes. "Peter Parker if you love me then you will break that stone across my head." She grinned as he gasped at her words. Did she get hit in the head or is she just crazy? She was crazy considering she hasn't been hit in the head yet. "The things you do for love." he let out a sigh and as fast as his reflexes could move, he smashed the rock on her Mohawk and Gwen barley flinched when it shattered to pieces against her skull.

"See, that wasn't so bad was it?" she grinned and it quickly went away when Peter was holding his sleeved hand in pain. "For you it wasn't, dam Gwen now I'm starting to wonder who's here to protect who." He rubbed his wrist multiple times and the pain finally went away as she holstered him out of the deep whole they were in.

"Mm I think there's one more thing I'd like ta try Pete, follow me." She leaped into the air like the hulk monster from the news and Peter was on her trail as he spun a web. Gwen landed on the farthest concrete doc that led to the ocean cracking and splintering the cement as her feet hit hardened ground with a loud thud. She coiled her neck muscles and prepared to do one last go in the body of a aTetramand. Gwen walked to the edge of the doc where almost a little more pacing and she could've fallen into the water, she reeled back all four of her arms with a bright crimson aurora forming around the palms and without further ado she gave a roar of triumph and she clamped her hands creating a sonic clap so loud and big that it ruptured through the water and separated it almost to the point where the sea floor could be faintly seen. The water moved in a big splash and the waves produced by Gwen's hands extended to almost fifty meters.

"Woah." said Peter as he stood several feet from her and the waves colliding back into each other as quickly as they separated. They moved back trying to avoid as much of the water that was splashing its way up the doc but some managed to hit Gwen's legs slightly soaking her pants. The giant turned to face Peter with a soft smile and placed her lower hands on her hips while the upper ones remained crossed on her huge chest.

"Yup, I feel truly…" BEEP. BEEP. BEEEP. BEEEEEEP. BEEEEEEEEEEEP. The flash consumed Gwen and she was back to normal. "Indestructible." She sighed in defeat while her bug boy chuckled.

Unknown to Gwen facing him, the water began to rise higher by the minute due to the fast movement in the waves so Peter reacted the only way he could, he wrapped an arm around Gwen and spun a web cable over the warehouses to avoid the liquid that had already soaked the pant legs of Gwen's leggings. Peter web zipped across the rooftops of several buildings and came across the one that had his mask where he so happened to have left it there when he pulled it off.

When they landed, Peter went to retrieve the piece of spandex while Gwen was leaving damp wet prints from her soaked pedicured feet and wet pants. She sighed and didn't bother to see her watch as it was recharging from the de transformation. Peter turned around to see Gwen walking around the rooftop in large circles doing her best to dry up as fast as possible, she stopped to stare down and realized that her clothes were back to how they were before she became that four armed monster. Not a single tear or stretch in the undershirt or bra as they hung loosely but well fit around her upper waist.

"Looks like the watch keeps your clothes in tact Gwen, first the fire creature, then the dog, now this." Peter spoke as he placed his mask into his duffle bag. Gwen looked up to face him. "Yeah." She nodded with a look of understanding. When she saw Peter closing his duffle bag she all of a sudden gasped. "Peter please give me a lift, I gotta see where my stuff is." her boyfriend chuckled. "Don't you remember?" she stared at him in confusion. "They're in the building were standing on Gwen." she palmed her forehead. Of course they were. Peter grabbed the love of his life and made his way down the building with a small flick of his wrist against the edge of the roof. They softly placed their feet on the ground and Gwen ran into the warehouse to seek her belongings. There they were, her baggy sweater was neatly folded on the floor and her boots were beside her bag along with her long white socks. She was about to put them on only for her to stop realizing her pants were still damped and the watched blinked back to green.

"That was a little faster this time." The blonde exclaimed while Peter shook his head standing next to her. Gwen wasted no time into wanting to check out alien number three so she pressed the button making the cylinder pop up and landed on the frog figure. Peter barely had time to speak as his girlfriend rushed passed her thoughts like an impatient running horse and slammed her palm on the watch.

Another transformation overtook the young heir of the Stacy family.

With the aurora flashing across her vision Gwen closed her eyes as the watch disappeared from her wrist and a tight black jumpsuit covered her body from neck to toe. The Omnitrix icon grew onto her back taking up the entire upper part of her spine. The girl's skin became a lightened grey followed by her nose disappearing and her eyes opening up, expanding to wear they looked big on her head and rectangular pupils formed into the eye sockets. Her head shape shifted into an almost heart like appearance with a black line trailing down the middle of her scalp and a tiny baby lock of blonde hair formed behind her cranium, sticking high out like a ponytail. Her forearms and toes were sticking out of the obsidian jumpsuit but they were expanding almost to resemble frog like feet and hands. They final step was Gwen shrinking down to the ground and standing almost four inches tall while crouching to her knees and held her arms out, one to the floor and the other stretched behind her back. To the Omnitrix this was a DNA sample of a Galvan from Galvan Prime.

After the flash Peter looked ahead but Gwen wasn't anywhere in sight. "Gwen? Gwen? Where are you?" he was about to take a step when a high pitch scream reached his ears. "Pete, down here, down here Pete." he looked down and there his alien girl stood, in the miniscule form of a frog like creature waving her hands with long fingers. The teen couldn't help but burst into a laugh as Gwen waddled towards his shoe followed by a squealing music tune he could've sworn he heard in the back of his head. He crouched down and she jumped into his open palm and Peter brought it up to get a good look at her new changes.

"So much for being big and strong eh Gwen?" he asked with a chuckle. The Galvan crossed her arms with difficulty considering her hands were too big for her small thin arms. "Ha ha ha, real funny bug boy." he reached with his other hand to stroke the small baby lock of hair behind her head.

"So if this little guy isn't strong or shoots projectiles out its body for obvious reasons, what can it do?" the little alien rubbed her chin and rotated her head to see her surroundings. Several feet away stood an old and dusted white GMC series van, reacting on instinct Gwen leaped off her boyfriend's hand and waddled over to the vehicle going under the front tires and jumped onto the rusted cables and metal wires, the aging metal not bothering her in the least. Peter walked over to the van and listened carefully as his girlfriend spoke over the sound of now wire snapping and old metal grinding.

"What we have here is an old modeled GMC series van with a 90 hp (67 kW) 153 cu in (2.51 L) four cylindered engine that appears to be in need of maintenance. Judging by how these schematics work this piece of junk still has at least a quarter tank of gas left, if I can round up several of these wire connections I might be able to reactivate this van for a shortened amount of time." Peter stood in awe after hearing Gwen speak with such intelligence but remained silent and let out a gasp as the lights on the van flickered and the engine started up for a brief moment before shutting down. He opened the hood of the old vehicle and there was Gwen with her libs sprawled out and a sharp toothy grin around her amphibian small lips. Peter grabbed her from the rusted pipes and scratched her tiny chin while she licked his finger.

Gwen caught site of his web shooter and leaned in to place her palm on it. "You appear to be in possession of a quite complex projectile gadget that would be too difficult to understand for standard humans." he nodded gesturing his other hand for her to procced. "I am unfamiliar with the old watch brand but it seems you have dismantled two old leather wrist strap clocks and modified them with the help of Oscorp's latest Biocable, one strand containing over a thousand streams of advanced sticky wire. Being quite the Brainiac you are Peter Parker, you designed these technological devices and turned them into a so called web shooting projectile allowing you to do what a spider can." she finished with a proud smile and a peck on the head from Peter's warm tanned lips.

"We both know what this little frog body of yours can do now Gwen, KNOWLEDGE!" he raised his Palm containing Gwen in the air and the Galvan placed her hands on her hips like a superhero. She leaped from his open hand and landed on the concrete next to his shoe, her bug boy's eye trial following her waddle walk back to the pile that was Gwen's stuff. Her now giant boot stood in front of her, she lifted it up with little effort and gave a tiny cheer of triumph. "Hooray, I'm stronger than I am in size." She placed the boot down and looked up at Peter who was gathering Gwen's things in his arms.

"Not too bad for the little girl frog with the smart and precise….." Her back blinked the dooming color and she reverted back to normal self in a flashy instant. "Brain." She blew a raspberry through her lips. Peter only looked at her with his eyebrows raised and she let out a growl of irritation. "Grr, you're right Pete, this thing is just timing out quickly now." he chuckled earning a stern look from her. "Well it's just like you said. It's showing us the aliens in demonstration. Not in full activation."

The blonde nodded remembering her theory on why she was changing back at a fast pace once she got the hang of the alien abilities. She gave a grin when she noticed her pants have dried and she took her belongings from Peter, slipping her white socks over her pale feet and green colored toenails along with strapping in her black leathered high heeled knee length boots. Gwen threw the baggy sweater over her head and took her bag from her boyfriend's hands to slide it over her waist. The final touch was the teen girl reaching into her pocket to pull out a hair band and tied the blonde locks on her scalp into a high ponytail. There stood Peter Parker's favorite transformation, Gwen Stacy. She was taken by surprise when a cable struck her back and she was pulled into Peter's arms giggling upon noticing his intention of doing what he just did.

Gwen leaned forward and cupped her lips with his. The teens simultaneously moved their mouths with one another with Gwen mostly nibbling on his upper lip, biting it to gain stifling yelps from her bug boy. She rubbed her breasts against his chest feeling her nipples harden through her bra and Peter lowered his arms to where one was wrapped around her waist while the other cupped her plumb butt earning a faint moan from his one and only girl. Gwen took things up a notch and wrapped a long booted leg around Peter's slim waist balancing herself with her arms around his neck and her still remaining leg to the ground.

Their moment turned long make out session was interrupted when the watch blinked back to its green hide and the teens separated with a loud groan. "Really watch?" Gwen asked her wrist bring it around Peter's neck. "Right in the middle of our moment you chose to complete charging." she scoffed in her groggy sweet tuned voice that Peter loved hearing.

The Omnitrix hummed to the teens indicating for them to get back on the alien discovery.

"I think it wants us to keep going with the aliens." Peter exclaimed as Gwen brought her leg back down and ungluing herself from his body. "I think so too." she quickly turned on the watch's button and Peter instinctively took a step back, knowing the drill at this point. The velociraptor came up on the icons and Gwen cheered proudly with her palm coming down. "Time for a blast from the past."

The first thing to change from Gwen's beautiful perfect body, were her bones and height. She grew once more to a towering stance at approximately six foot 3 inches with the skeletal structure under her skin becoming lean but well built. She crouched down slightly and gritted her teeth as her tanned pale skin became a light royal blue with her human skull pointing out like the famous prince of dinosaurs, with the tip of the head becoming a sharp cone shape. A black jumpsuit wrapped around her with a giant white slick design going down from the neck to the front waist and leaving her arms exposed along with her legs from the knees down. The back of her elbows and knees extended out to represent bone like spears and anything related to her human stature was long gone. A long black and blue stripped tail grew from the bottom of her rear and a black helmet manifesting itself over her pointed facial features, leaving only her now slim black lips and dark green eyes surrounded by a yellow veiny pattern out in the open. The final piece of the puzzle was a pair of emerald green metallic balls forming at the bottom of her talon like feet along with her helmet closing fully into a butterfly splotch looking yellow visor. The watch's symbol grew right in the middle of Gwen's firm toned breasts outside her jumpsuit and she spun with her hands having morphed into three sharp black claws rapidly in circles, striking a crouched pose. To the Omnitrix, this was a DNA sample of a Kineceleran from planet Kinet.

Peter blinked from the flash and yelped in surprise upon seeing the alien looking velociraptor in front of him. With Gwen having mental command over her head gear, she raised her visor to give him a grin with a mouth full of pearly white teeth. "How do I look?" she asked with her boyfriend all of a sudden gaining a pathetic idea. "Hang on just a sec." he reached into his pocket and used data on his phone to play a tune on You-tube. Gwen's slit eyes widened as she heard the classic Jurassic Park theme playing while Peter help up his phone with a grin. "Whatcha think?" he laughed.

"Shut that off right now before I take it from you Peter Parker." she squealed in her now reptilian high pitch feminine voice. Peter seemed unfazed by her playful threat and chuckled with a shake of his head. "Why don't you skate over hear an…" faster than he can blink Gwen became a blur in the phase of movement and snatched the cellular device from his hands before appearing back to her normal spot waving the phone in her claws. Peter stood there flabbergasted from how fast his girlfriend had moved and attempted to speak up only for Gwen to zig zap towards him, run circles around his lean body and stopped right in front of his face, having to look down considering he was only five foot eleven inches compared to her height being a foot and three inches taller than him. Gwen stuck her black snake like tongue out and closed her helmet visor before zooming out of the building at Super Sonic speeds, leaving only behind a trail of black and blue.

"There's no doubt what that dinosaur from space incarnation she's in is meant for." Peter gathered his thoughts before running at a much slower pace towards the giant whole in the structure. He walked while spinning in circles when he was officially out in the open, trying to see if he could at least place his sight on where Gwen might be. "YOOHOO." he heard a snarling yell and looked up to see Gwen on another rooftop warehouse, waving with both arms at the stunned boy. "GWEN, GET DOWN FROM…." he did get to finish as his girl disappeared in a swift and zoomed down the building, stopping in the blink of an eye right in front of him. "There."

The Kineceleran opened her clawed hand to drop his cell phone so he could catch it. The music from earlier was turned off by Gwen and she opened her visor to look down with a proud smile. "I think this one is officially my favorite Pete." she grinned and quickly closed her visor just as fast as she opened it. Peter followed Gwen's path when she accelerated of towards the ocean, once landed on the dock again after zooming over the buildings and warehouses for the umpteenth time, the teen could see the alien in the distance running across the sea surface as if it was an open road.

Gwen was busy focusing her visor on what direction she was taking and she zoomed of into the blue abyss, her distance between her and the city reducing pretty quickly. She quietly hummed one of her favorite tunes through her helmet and began to sing in her mind.

 _Here you go, way too fast, don't slow down your gonna crash._

 _You should watch-watch your stay here._

 _Don't look out you're gonna break your neck so shut, shut your mouth._

 _Cuz I'm not listening anyhow, I had enough, enough of you._

 _Enough to last a life time through so what, what do you want from me._

 _Got no words of sympathy and if I go around with you._

 _You know that I'll get messed up too with you._

 _Na na na, na na nan nan, na na don't slow down your gonna crash._

Gwen increased the speed in her thin strong legs and gasped as her universal translating visor told her she was going at 1,361.16 miles per hour, four times the speed of sound. She mentally asked herself, was she really moving at the velocity of Mach 4 without breaking the sound barrier? Unknown to Gwen, the Omnittrix provided that specific information. When a Kineceleran develops in growth it can manipulate its bodily friction to reach the speeds of 500 miles per hour within two seconds. As they get older, the specie's speed can increase to surpass the certain limit and move at a much faster pace through their environment. Since Gwen was approaching early adult hood, the Kineceleran DNA in her system was altering her status to semi prime condition.

Shaking her head from the shock at how fast she was going, Gwen turned around and her eyes widened as the city was nothing more than a small greyish figure in the distance at this point. Acting with precise agility, Gwen turned around making the water splash in her opposite direction and before she could sink from standing still, she took of leaving a signature black and blue trail. The thought of the watch deactivating came to her head but Gwen's top priority was to hurry up and make it back to the city that never sleeps.

Fifteen slow seconds went by and the alien girl found herself back on dry land zooming past her flabbergasted human boyfriend and used her accelerated momentum to run around the entire Eastern dock perimeter multiple times. Peter yelped as Gwen appeared in front of him and picked up his body bridal style. She took off at a much slower pace so the pressure didn't tear up her lover and set him down next the spot where several trailer boxes once stood. He didn't have time to hurl as Gwen ran to the spot where alien number two created the small crater and proceeded to run in circles around the center, creating a bluish black tornado. Before it could truly pick up the pace and start destruction, Gwen swift to the center and eliminated the small twister so that the crater was back to how it was, untouched. The girl didn't even break a sweat as she struck a pose for Peter who was tilting back and forth while at the same time being impressed with the abilities of this incarnation.

Peter gained his posture back quickly with Gwen now calmly walking towards him, her visor lifting up with a smirk that could make Tony Stark jealous. "Despite the fire monster being my first transformation, this one is hands down my number one favorite. I love the feeling of how I accelerate faster than almost anything but light." she boasted with her claws opening and closing.

"XLR8?" Peter asked with a confused look. Gwen was taken aback by the word and corrected him shaking her head. "I said accelerate Pete, not whatever you just said." Her boyfriend only chuckled at her weak attempt of defense. "Really Gwen?" he smirked. "Cuz from what I heard it kinda sounds like you said X-L-R-8 in that order." Gwen gave a slight grunt and looked into his eyes in a playful menacing way. "I swear I'm gonna….oh no." her power depleted and her chest bleeped followed by the red flash.

"Well look who's finally back from the dinosaur age, Gwen Stacy everybody." he grinned while clapping his hands in slow motion. Gwen stood there with a surprised face and looked down to see she still had all her belongings. She puffed out a raspberry with her head low. "Well, it was fun while it lasted."

With her Super Sonic reflexes gone, Peter tackled her frail waist and spun a startled laughing Gwen in circles. She wrapped her booted legs around his abs and hanged on as his spinning got fast. A piece of ruble caught Peter's foot and he tripped over on the cement ground with Gwen on top of him. Despite the pain the boy only snickered and held onto his love like a pillow, her concern for his heath being absolute zero since he had faced even greater dangers than falling on the floor. The two laid there cuddling as much as they could, Gwen planting kisses to his Adam's apple and trailing her tongue around his throat. The spider powered teen gave a soft moan when she started sucking on his neck. He wanted to desperately give her the same treatment back but he felt like it would be best if he let her continue with her needing of him. In his opinion, she deserved to touch him after all he put her through. To society, they would only see them as hormonal teenagers lusting for each other's touch but in reality, these two were a young pair who shared a giant love that nothing in this world could compare to. Gwen wasn't wanting for Peter, she needed Peter, and the Spider powered boy continued to let his one and only girl explore his body properly, more than any other time when she was with him before her father's death.

He let out a slight squeal as Gwen wrapped an arm around his neck and used the other to slide it beneath his red t shirt and white long sleeve undershirt. She trickled her fingers across his abs and went higher to squeeze his left Pectoral, earning a shocked yelp from her bug boy. " _Okay…Its settled_." he spoke to himself in his mind. " _She's the sexual dominant of us both_."

Gwen soon realized what she just did and reeled back her hand from his skin underneath the clothing with a stunned and shocked face. "Gosh….I'm…..sorry, I'm so sorry Peter….I don't know what came over me." She held her hands to her face while fixing her posture to sit on his lap. Peter quickly recovered and gave her a comforting look as he reached up to take her hands away from her button nose and lips. "Hey, it's okay, if what you said to me was true, that I deserve you, well then Gwen Stacy sure as hell deserves a bug boy who is willing to make her happy. In any kind of way." he finished with a double wink and sly grin. Gwen rolled her eyes playfully and leaned down to kiss him when they both heard a faintly techno CLICK. CLICK. CLICK.

The Omnitrix didn't want to go against its user's wishes and interrupt her beautiful moment but right now, it was best to get back on the demonstrations and save this bondage for another time. The gadget will make sure to never disturb its user again if she were to consummate into another session with her mate.

The blonde let out an irritated snarl but one stern look from Peter changed her opinion on the situation right away. She stood up to her legs and helped Peter back up to his feet in no time, both ready to follow the cue in seeking out the next alien from the watch. The scrolling sound of the cylinder spin filled their ears and Gwen's twisting fingers landed on the silhouette of the slim pudgy ghost blob, facing directly towards her view. This time, she gently used a finger to press down on the watch before everything went green for the umpteenth time.

Every single vein and nerve in Gwen's body began to wiggle and jitter causing the blonde grin and slightly laugh from the intense compulsion. A huge blob of blackish green gelatin like substance spurted out from the top of her head and coated her body from her scalp to her boots. Her whole form within seconds was now nothing more than an expanding Jello-O like humanoid, eliminated all traces of representing a human. Being bigger than the average human must have been normal for these creatures because Gwen once again felt her body grow to a potential six foot six and limbs started to manifest upon her gooey body, forming cylinder like legs that had no form of ankles or toes along with giant sized pudgy ghost arms that only grew four fingers with opposable thumbs. Her neck compressed in a loose tight manner with a deformed ball growing at the top resembling a head. The front half of Gwen's body from her supposed collar bone along with the bottom half of her arms became a pale white in color with the Omnitrix symbol growing in the center of her flat chest. The back half however remained the same blackish green color with techno glowing green veins growing in weird patterns and her head sported the same design as well. A vein ran across her face only for it to open up into a perfect circle thus revealing a single illuminated cyclops eye for Gwen to see through. She took a step forward and extended her arms out, watching as they glowed with raw technological power. To the Omnitrix, this was a DNA sample of the artificially created race from Galvan Prime's moon, The Galvanic Mechamorph.

Gwen stood in place for a moment, looking down at her half white body and hands. She flexed her squishy fingers that were producing a squealing metallic noise and the now turned Mechamorph stared back up at him and shrugged her boneless shoulders. "Well…At least I'm not a real gho…..Hey….my voice is still the same." she touched the v neck design above the watch symbol. Peter took in the new alien's features and he had to admit, this one was pretty cool looking. He recovered from his thinking and shook his head to agree. "Sure does Gwen…and that robotic auto tune sounds good with it."

She walked around for several seconds, trying to get the hang of moving in the boneless body, an idea popped in her head and Gwen began to jiggle her form with her hands to the sides. Peter laughed as Gwen started to bounce like playdough, he leaned forward to grab the sides of her extent arms and the warm feeling of metallic slime grazed his palms. "So you're like….space clay?" he chuckled making the giant circle eye on his girlfriend's head squint in mischievous.

"I don't think that's all I can do Pete." several feet away laid a tilted large brown tow truck. Gwen slowly brought her arms up and quickly shot them towards the vehicle, she raised her one eye as her limbs instinctively stretched out and slammed into the car like splattered mud, quickly covering it to where the whole thing now looked like Gwen's blackish green veiny pattern. She walked towards it slowly and allowed the rest of her form to merge with the remaining bottom and wheels. The tow truck now morphed into a much more futuristic design, armored parts building up around the head and tail lights along with rocket engines on the bottom of the bumpers. The Optic glowing green ring manifested on the front of the truck indicating that Gwen was in possession and with the advanced hydraulics. She moved the giant piece of metal to face right side up.

Peter gave a loud cheer as to what his girlfriend did. He leaped onto the hood of the now advanced vehicle and the eye looked up to stare at him. "Wow Gwen, not only are you space goop, but you're also some kind of tech enhancer…an Upgrade." he finished with a grin and patted the high tech headlight his hand was next to. A female robotized laugh could be heard from the green eye and Gwen didn't hesitate to start up the super powered motor engine and with mind control, she drove the truck around the crater she made, crushing debris that got in the path of the wheels. Peter held on as Gwen drove into a more open area and spun around doing doughnuts for five times. After that the teen could feel the truck vibrate at a quick pace and he jumped just as Gwen slid from the truck like a big blanket, manipulating her structure to where she looked like her humanoid gelatin figure again and leaving the vehicle the way it was when she found it.

"Not bad, for being techno playdough from outer space eh?" Gwen said with pride as she placed her black and white hands on her slim hips. Her boyfriend held his hands up in hooray. "Not bad at all." he responded while coming in closer to hug her warm black and white hide.

Her hands were huge and gooey and frantically, Peter liked the feeling. His eyes landed on the watch symbol and a cruel joke came to his head. "So, how's it feel to be flat chested?" he grinned, Gwen's eye bended into an angry brow and what about to scoff him when she realized he was right. She placed one of her giant palms on her chest and squeezed, feeling startled that nothing was there except for the hourglass symbol. The Mechamorph unfolded her arms around him and scratched the back of her head.

"Ugh…not…normal I guess." she mentally cursed, was any of this that was happening normal in the first place? They both chuckled and Peter changed the subject. "Still, in this body, you're like some kinda Upgrade you know?" she frowned again upon hearing the nick names. "Peter Parker, are you naming the aliens?" she asked with her eye furrowed on him. He couldn't help but shrug. "I can't help it ok, I figured they could use a name you know? But I only have two down, XLR-8 and Upgrade. You gotta admit, they don't sound that bad." She took a moment to think and she gently nodded. "No, I guess they don't."

Peter started anew. "So…Upgrade, what else can you do?" his response was absolute silence before Gwen's techno eye began to glow at a much brighter pace. She tilted her head to the sky and unleashed a thick energy ray that was blasting from vary said eye of the Mechamorph. The beam's color was a light green and it extended at an impressive height into the air, stopping at just a clear fifteen meters from the ground and quickly disappearing once Gwen cut it off by shutting her eye. She blinked several times before crossing her arms.

Peter let out a whistle. "Laser beam huh? Little cliché but overall pretty cool." Gwen didn't answer and she dropped to the floor and slithered away like a snake from him. Taken by surprise, Peter quickly jogged after her but he lost her around the corner of a warehouse and in between storage crates. Not needing to panic, Peter closed his eyes to try and see if he could concentrate on hearing any sign of her through his enhanced senses. After what felt like an hour even though it was only several minutes Peter could hear a fain metal scrape coming from his four o' clock. He turned around just in time to see Gwen in the distance climbing up the rusted crane from earlier, only this time she was stretching her arms four times their usual size to climb to the control box. Just when he thought she was probably going to take over the aging machine, Peter gasped as Gwen raised her arms into the air and jumped of the structure with not so much as a sound coming from her except the rubberized metallic squeals her body gave made every time she moved.

He was about to yell for her and make a move when all of a sudden the black and white blob that was Gwen spread her body like a sheet and formed it into a hang glider. Since the height from which she fell was pretty high, Gwen took her time in descending down while also tilting vertically only to shift back up to gain altitude. Peter did nothing at all and he was concentrated on the sky as Gwen was making her way near the sea docs once again. Upon losing sight of her, he quickly leaped into the air to spin a web cable towards his destination.

Once he arrived there, his search for Gwen came to a quick close when a red flash occurred not too far from him behind several lined up booths that must have been used to rent boats or supplies for sea. He grinned and front flipped his way straight to the place where Gwen transformed back to her normal form. The boy silently leaped on top of the small roof getting ready to jump on his girl if she came out from behind. There was a pregnant pause and the only noise that could be heard were the waves of the ocean, so Peter thought it was best to surprise her from above.

"SURPRISE." He looked down with a smile but it quickly vanished when all he saw was Gwen's bag along with her boots and socks. He dropped down from the booth wondering in disbelief. "Oh C'mon." he picked up his love's belongings, putting her socks in his bag and wrapped her bag around his other shoulder while clutching her expensive looking boots in his hand.

"GWEN." he yelled into the air. "GWEN WHERE ARE YOU? C'MON GWEN THIS IS SO IMMATURE." His phone rang in his pocket and he took it out to read the message that his girlfriend who took her phone with her left behind. It read, " _Really bug boy_? ;)" he scoffed after seeing it. "YES, YES REALLY GWEN NOW COME ON OUT." Peter's only response was another message that read. " _Com find me XxX_." Even though he was slightly irritated, the spider powered teen couldn't help but smile, he put his phone away, made sure her things were secured on him, and he leaped upon a tall nearby lamp post, trying to see if she was crouched or hiding behind the abandoned boats and storage crates surrounding the lower docs.

* * *

She was running, running so fast she could feel her bare feet patter on the cement floor. Gwen had just made it back to the central area of the warehouses where the crater from alien number two laid after tricking Peter into playing Hide and Seek. After she landed behind those old booths she knew it was a matter of time before her bug boy caught up to her, so when her power drained and the flash consumed her, Gwen stripped off her boots and socks, took her cell phone and left her bag for Peter to find. When she heard him coming her way she ran quietly behind the nearest storage crate that led the path to several buildings away from the docs so she wouldn't be spotted. She nearly squealed when he yelled surprise but as soon she realized he didn't spot her, she kept running as silently as possible, the main reason why she left the scene bare foot. After getting away from the place a little farther, Peter's loud yells could be heard asking for her. In order for him to not panic, she responded to him via text message and now she set him up to look for her.

The whole point of this little game was to surprise him as a new alien once the watch recharged but she had to get far from him if she were to pull it of considering her boyfriend's senses were more advanced than the average human. Once she was certain that she wasn't being followed, Gwen slowed down her pace to catch her breath and immediately regretted coming bare foot when she stepped on small shattered rocks on the ground. The blonde sat on the hard floor and rubbed the slight pain in her feet away as best she could, wiping the dirt off her platforms and dragged her fingers across her toes, admiring her dark lime pedicure. After several minutes of rubbing, music came to Gwen's ears as the watched gave the three pattern high pitch tune. She turned around to make sure Peter was nowhere in sight and quickly got up, avoiding the debris her vision was mostly focused on. Closing her eyes, Gwen followed the procedure from muscle memory and counted slowly when she shifted the cylinder. "And you, are, it." she pressed her palm on icon number six.

Gwen's eyes widened as a barrage of cyan colored crystals began to form all over her body, covering her skin and clothes along with the watch on her wrist. Her figure grew to a height of seven feet and her crystalized skin began to spread, forming a more muscle and lean like stance. A one piece jumpsuit formed onto her body, covering it completely except for her head and arms. The suit split symmetrically into two colors, the right side being obsidian and the left side being a dark purple. Multiple layers of crystal grew onto Gwen's head and face, slowly toning her jaw line and chin into a manly like chiseled appearance while still having a touch of feminism. The brows on her forehead furrowed into an intimidating snare, forming a v shape were her nose would have been followed by a pair of horizontal slit pupil less yellow eyes that glowed brightly, restoring Gwen's vision. The Omnitrix symbol formed onto her left breast and a pair of small sharp shards grew from the back of her bulking shoulders. Gwen crossed her arms into an x and brought them down to her sides with closed cyan fists, striking a mighty pose of power. To the Omnitrix, this was a DNA sample of a Petrosapien from planet Petropia, a powerful alien warrior race that are well known in certain parts of the Galaxy.

Gwen finished her dramatic entrance and placed her hardened palms on her scalp, shrugging from the disappointment of not having any kind of form that could represent hair on her head. " _I guess XLR-8, Upgrade, and this one don't have any hair_." she spoke in her mind. She brought her arms to her face to study the gorgeous design and color of her skin, perfect encrusted crystal muscle began to bend at her very will just by thinking with her mind. Gwen grinned, revealing chalk white merged teeth when her right fist constructed giant spikes on her knuckles and her entire left forearm evolved into a somewhat katana like sword with small jagged blades growing on the sides.

"My second favorite alien." she said in a strong womanly baritone voice that took her by surprise for a moment.

Following the task at hand, Gwen turned towards Peter's direction and ran faster than her size could predict. Upon reaching the nearest warehouse, she moved to the side of a wall and struck her weaponized hands into the brick, smiling as they easily penetrated through like a knife through a cardboard box. The Petrosapien scaled the wall quickly, arriving on the rooftop within a few seconds. The path that led her back to Peter was a good block away so Gwen continued to run across the rooftop and jumped a surprising length onto another building to proceed with her path. When she came across a structure that looked too far to leap from, Gwen conjured up a small bridge of crystals for her to get to the other side, chuckling as the cyan rocks dissolved under her control when they were no longer useful.

* * *

Peter searched everywhere but couldn't manage to find Gwen, he had looked under every nook and cranny of the abandoned doc, but there was no sign of the blonde he fell in love with whatsoever. At this point he was getting irritated and he couldn't believe his senses were not at his advantage, he side flipped countless times thinking he might catch her moving from one place to another but he stopped with that after multiple times of not succeeding. Peter decided enough was enough and perched himself back on the highest lamp post he set his eyes on. He closed his vision like last time and focused his enhanced listening, hoping to hear the patting of her feet across the pavement but instead he got the complete opposite of that. From his side to the left the teen could make out the sound of heavy footsteps coming not from the ground, but from the air.

He opened his visual orbs to the closest building from the docs and he could tell the thumping got a little louder the more he stood perched on the metal pole. He was about to check out the situation when all of a sudden, a giant ice sculpture looking figure in a black and purple bodysuit showed itself from the edge of the structure up above. His mind automatically told him it had to be Gwen when the majestic being winked at him.

Gwen grinned as she leaped of the warehouse with no hesitation and crushed her booted feet into the dirtied cement, shaking the earth slightly from the impact and making Peter leap of his perch. When his toes hit the ground in front of her after the shock wave, he looked up to marvel the amazon diamond goddess who made him look like a shrimp.

"Wow, you look really beautiful." he said while the Petrosapien dug her heals out of the ground that managed to get stuck slightly. Gwen wanted to blush but one she couldn't and two, she liked it when Peter admired her. Instead she gave him the best smile she could muster, bending and raising her chiseled jaw in the process. "Thanks Pete." he raised his brows upon hearing her low female voice.

The crystal women twisted her body to wear she was now facing the ocean, her form producing rocky scraping sounds from her joints. Peter followed her gaze and watched as Gwen help up a four digit hand to the horizon like a music conductor and an awkward silence consumed the atmosphere. He was about to speak up when the ocean floor started to rumble, slightly taking him by surprise but he quickly recovered since it was probably Gwen's doing. His jaw opened up as a colossal mountain of cyan crystal began to form straight out of the water, tearing through it like butter and continued growing to wear it stood at an impressive height. Gwen took a couple steps back and admired her handy work, not even breaking a crystalized sweat.

"Crystal and diamond manipulation, nice." Peter said as he got closer and patted her large muscle shard arm. The walking crystal looked down and morphed her arm into a saw blade, making her boy bug boy jump in surprise. She giggled and turned her other arm into the same blade design and bring them together into an x cross. "And weapons too." she finished.

"That's awesome Gwen….I think this one and Upgrade are my favorites so far." Gwen turned her arms back to normal and grinned. "What about XLR-8, jealous of her speed?" Peter playfully frowned. Sure he was fast with his spider reflexes but Gwen was right, he a little jealous of the fact that now there was someone that could keep up with him, better yet pass him in physical movement.

"Don't worry bug boy, your still amazing." she patted his lean back with a mighty fist. "Besides, this ones my second favorite….and maybe the frog will be my third." he gave her a playful slap on her thigh. "You are already smart in your unique way Gwen…some alien watch isn't gonna change what I had before." She smiled and brought her arms up, aiming them at the giant crystal sticking out of the ocean. Her hands turned into the form of turret guns and tiny crystal bullets began to fire rapidly at the structure in the ocean, carving into it and the sound of shards scraping heavily filled the air.

Peter looked at what she was doing, squinting his eyes to read the words that started to manifest on the mountain. Gwen finished her target practice and the words that she encrusted on her creation spelled, " _I love you_ ", in big letters. The spider powered teen grinned and looked at his alien love only for the low beep and red flash to scar across his face briefly. Once it was gone, he grabbed Gwen by the waist and spun a web towards the mountain that was still intact. When he set them both down on a flat platform on the side of the spiked cone, the couple wrapped their arms around each other, simply not getting enough or tired of the feeling of touching one another.

Gwen felt the cool crystal floor as she stood on her toes to look into his eyes, those dark eyes that swelled with love and dedication. "I've said this too many times and I'll say it again for many more, I love you Peter parker….and I'll never get tired of you." he leaned his forehead to touch hers and whispered the all too familiar shy talk but didn't stutter in the least.

"Gwen Stacy, you never cease to amaze me…..and for that….I LOVE YOU!" he arched his head yelling the three words into the air with the blonde laughing in joy. The two engaged into a passionate lip lock, savoring the perfect moment like there was no tomorrow, even though there would be many more to come. The teens parted for air and they were brought back into the real world when they noticed the entire crystal mountain was starting to dissolve and fall apart. Reacting quickly Peter grabbed Gwen and leaped off the collapsing platform, the entire structure disappearing into the ocean while at the same time crumbling into cyan dust till there was nothing more but cutting waves of salt water.

The high schoolers landed on the pier and watched as the alien crystals withered away. Peter felt slightly sad but that emotion went away as Gwen wrapped an arm around his waist, giving him a cheery grin with the freckles across her nose rising in happiness. "Hey, cheer up it's no big deal." Peter saw her blooming and bright eyes and quickly got over the whole scenario, after all. She could make a new one or something better next time.

Upon remembering that he still had all her things, Peter twisted his large duffle bag and opened it, revealing her snuggly tucked boots and socks in the main pocket section of his carrier. "Don't suppose you want em back?" he asked with a hint of tease. She looked down at her bare feet and shook her head no. "Nah, I think we should wait a little longer Peter, somethin tells me things are about to get a little fishy." she concluded while staring at the Omnitrix. If she recalled, alien number seven's silhouette had a tail, an aquatic tail. Peter shrugged and closed the lid, moving the bag back to his other side. He wrapped his arm around her shoulders but the gesture was stopped when the beep of the watch chirmed with light.

Gwen pulled her arm from his torso to activate it for the next round, Peter looked bummed but quickly changed when the blonde stuck her tongue out in concentration as she observed the small dark figure that was number seven. They were not sure if this was some kind of mermaid or siren but their only guess was to find out in a couple seconds. She extended her forearm out to him with a smile and wink. Peter didn't understand at first but soon got the picture, Gwen wanted him to do the honors. He cupped her soft arm, feeling her smooth pale skin for a moment and brought his hand down on the cylinder with a grin.

Peter was forced back by an unseen pulse and the Omnitrix worked its magic under its user's commanding approval. Gwen gasped when the aurora covered her surroundings and her skin began to get coated in layers of scaly amphibious grey flesh, going over her clothes like a suction sheet. She closed her eyes when she slightly felt pain in her molars and upper mouth. The teen's teeth where growing into a grotesque and sharp appearance. Along with her jaws extending outwards like a carnivorous predator that earned for the taste of flesh. The bones in her legs, arms, and spinal cord extended at a fast rate so she now stood at seven feet in height rivaling the Petrosapien from earlier. Jagged gills formed around her howling neck, and a large angler fish antenna popped out of Gwen's forehead. The back of her nape spurted a huge giant scale fin that stretched all the way to her scaly eye line, colorizing in a sickening greenish yellow and in a form of some sort, resembling hair for Gwen since it had a wavy long pattern to it. Her visual orbs became round lizard like slits with no pupils, rendering them an ivory white and her nose disappeared with the area being consumed by ravage teeth and black gums. Gwen's breasts enlarged into semi round shapes with a fish like black training bra, cupping them snuggly to her chest. The only thing suspending the binds around her neck and upper body was a single giant strap on her left shoulder which also happened to be an armored plate with the watch's hour glass on it. A small slit belly button formed on top of her lower stomach and well ripped abdominals that were hardening like rock stone. Her bare waist grew another black fish like fabric with yellow out lines that extended down to her knees, resembling a thong or warrior lady coverage of medieval times. Gwen's digits on her hands remained the same excepted for the part where her finger nails sharpened and grew to have the appearance of malevolent claw like weapons with pale webbed membranes sprouting between her fingers. The same went for her feet, but instead of five toes on each foot with green toenails, they became two sharp talons with the membranes in between and the claws turning a dark lime green in color. Gwen's now leaned muscled arms coiled and withered as a pair of obsidian gauntlets morphed onto the skin with sharp greenish yellow scales sticking out from the sides. Gwen channeled the adrenaline from the back of her throat, extending her now opened claws to the sides and released a massive deep banshee like roar to the heavens above. To the Omnitrix, this was the DNA sample of a Piscciss Volann from the home world of Piscciss.

Words couldn't describe how shocked Peter was when he saw Gwen after the light's blaze. He had been in states of shock before upon seeing things but this, this was something else. This was something that would make the Lizard cower and hold his tail in fear. This was something that looked like it came out of a top secret government organization that experimented on animals. What stood in his girlfriend's place was a viscous looking marine reptilian humanoid that was panting heavily through its gnarling and salivated jaws, ready to tear at anything that got in between them. Peter however, had to remain calm. This was still Gwen, his Gwen. He constantly told himself this was just another alien from the watch they were testing and not something that belonged in a cage.

With new profound courage, Peter cleared his throat, getting ready to speak. "Gwen...Are you ok?" With speed he thought she couldn't possess, the predator craned her neck quickly to stare at him, her gills and neck muscles flexing with precise movement. His senses went crazy when all of a sudden Gwen charged towards him with fast mobility and agility, he wanted to dodge her animalistic assault so bad but the back of his head kept telling him to embrace what was to come. He could feel scaly big hands wrap around his waist and lift him up to wear he now stood face to face with daggered teeth, the bones in the gums slightly opening to accumulate white saliva. Despite the big time freak out, Peter still found it in him to reach out for his one and only girl.

"Gwen….please don't do this…..you're in there and I know it….C'mon Gwen you gotta fight this…you gotta take control." He pleaded to her as she bent her head to look into his dark brown eyes. The teen couldn't tell the emotion in her stare but all went silent as the mouth of the monster closed and a moisturizing tear well up in one of the white orbs. He gave a sad proud smile when he realized he got to her and in just a few seconds to top it off.

"Peter…." came the gnarling deep grouching voice of Gwen when she saw what she was doing. "Oh…God….Peter, I'm sorry, I'm so so sorry." she placed him down and gave him the best comforting hug she could give him in the grotesque body she was in. "I'm sorry Pete, I don't know what came over me."

Peter moved his body to wear he stared into her teary eye to wipe it. "Hey…its fine ok…..it must have been your natural instincts in this body that took over you for a sec. Somethin tells me this fish class of alien isn't exactly civilized or social.

The Omitrix could hear the words of its user's lover and right he was. Pissciss Volann are one of the most rarest alien species in the Galaxy. They were water striving berserkers that could spend the majority of their life in isolation, only seeking out another of its kind to mate. These aquatic beasts hardly ever thrived upon civilization, their environment being the dark murky waters of the planetary abyss. A Pissciss Volann spends the first few years of its life in the water, slowly building the adaption of needing it less as they grow when they move about on dry land. Once they reach early adulthood, they can depend less on the natural element but still need a good moisturizing every once in a while when they don't spend their time swimming.

"I was thinkin the same thing, but still…I couldn't help but feel like I needed to be in that state of mind Pete, come to think of it…it's kinda scary." Peter did show a worried face but his tone of voice when he spoke to her was something else. "Guess this is the first time you think you're not truly in control huh?" he asked with her nodding and making the antenna lure on her head bob. "Well if there's one thing I've gotta say to you Gwen is one, it's a natural animalistic instinct and two, you need ta harness that power through your body like you did with the past couple aliens." her eyes widened, not even closely thinking of that idea in the first place. If the watch gave her understanding of the creatures, why did she stutter to get how the abilities of this one worked? If she recalled, she didn't screw up or went rapid when she became the first alien in the category. Perhaps this aquatic one was just a tad bit wild more than the dog and Gwen just had to get a better grip.

"You're right Pete." She stood tall in front of him, shaking off all the negativity over her past mistake. "I will now focus more on…." there was a brief pause before Gwen felt groggy and open her throat really loudly while holding onto it for dear life. "TRYING TA GET MORE WATER!" without further ado, Gwen ran towards the ocean at top speed and leaped a good twenty feet in the air before coming down like a rocket and crashed head first straight into the salt water, surprising Peter who stood in his place after her panicked outburst. Time went by for a couple of seconds and just when Peter was about to undress to go look for her, Gwen's marine life body propelled out of the water with her jaws opening and closing in a cackle like manner. Gravity took its effect as she did professional diver moves back into the ocean, but what was mostly hogging Peter's attention was the long fish like tail that had replaced Gwen's legs. It was the same color and design as her aquatic medieval underwear. The sea creature breached the surface with her legs quickly restored and gave a satisfying sigh on feeling the sense of refreshment.

Gwen walked across the doc back to mainland, ignoring the water that was once dripping from her sleek and muscular form and going into her pores. Her guess was she should stay close to water if she were to ever become this alien again, for a moment there, her lungs felt like they were collapsing and she couldn't control her gills when they spurted outwards. She did however, gain full dominance of the retractable tail that instinctively wrapped around her legs the moment she went completely underwater.

"Feelin moisturized Ripjaws?" she paused in front of him, confused from the new nick name. "Ripjaws?" she answered with another question. Her bug boy gave a smile while nodding his head. "Well….would you prefer Siren…or Ariel." Gwen's jaws and outlined barely visible brows furrowed at the cruel Disney pun but she had to agree, Peter's new name come up was better than those other two even though Ripjaws would go better with someone that had similar abilities who was of male gender. She shrugged her scaly shoulder, coming to an agreement with him. "Eh, guess you're right, again." She moved her head to the ocean and back at him. "Wanna go for a swim? You can hang on to me." Gwen insisted with her thumb pointing over her head. Peter shook his head no.

"Nah, I'm good, I only thought of swimming out cuz I didn't think you'd rise from the water anytime soon." he said through his proud whisper talk. "How bout you go back out there, swim for a while just to get the feelin of the deep sea life properly." Without second thoughts and precious watch time being wasted, Gwen lured her figure into the air, slashing into the awaiting blue sea with her tail manifesting again.

Peter sat down on his bum from where he was standing and pulled out his phone, looking through his gaming apps to see which one he should play while Gwen was out for a swim. He set his eyes on Bubble Pop.

Gwen gave a menacing grin through her gums as she zoomed through the water around her like a torpedo. This alien was faster in the water than on land and she'll admit. It felt good to swim in this body. She was never one for swimming, especially when her Mom tried to get her into the competitive swimming organization many years ago when she was a little girl and even then she wasn't very good at it. The last straw was struck when Gwen decided to harshly admit to her Mom that swimming wasn't her thing and she will never touch that genre again, until now. The Pissciss Volann's train of thought was interrupted when she realized she was approaching the dark deep end of the shallow tides, not being scared in the least to continue further. Gwen slowed down her tail's pace and took in the sight of many fish starting to swim by the area she entered. The fish weren't chocolate but Gwen had the slight sensation of wanting to eat one of them, she did like sushi after all when she was normal. Nothing could possibly go wrong, or so she thought.

Her gills were working as extra senses for her and she noticed a lot of the fish that showed up were quickly scattering away, some trying to avoid her and some fleeing as if there was another danger nearby. To Gwen's left direction she could make out something in the watery distance. She squint her ivory pupil less eyes and gasped with bubbles exiting her long mouth. Coming her way was nothing other than a Great White Shark, huge and rippling through the water slowly towards her direct spot. Gwen manage to maintain her bravery and floated in place as she watched the beast take a turn and begun to swing around her. She couldn't make out any kind of emotion in the fish's face other than the dark look and rolled back teeth snarl a typical shark gave. It didn't take even five seconds before Gwen realized what this shark was doing.

It was circling around its potential prey, waiting for the perfect moment to strike.

Her theory was correct as the aquatic king of the deep sunk its massive body into the sea and rose towards her, slightly scaring Gwen as it opened its mouth, now revealing red gums with three layers of triangular teeth. She had to think fast. Trusting her powers, Gwen released her deep banshee like roar though the water at the shark but that didn't seem to faze the beast in the least. It swam with precise force towards its prey when all of a sudden the tables turned when the Pissciss Volann opened her massive four, nearly five foot wide mouth and clamped onto the tip of the Great White's nose, slowly cutting her longer serrated teeth into the flesh like butter and making the once great predator shake away in pain. Gwen didn't stop there and proceeded to sink her claws into the sides of the large gills of the animal. The shark's ego was destroyed as it was being mauled alive by this slightly smaller unknown water demon, everything became blinding as the water around them began to turn a crimson red. It was all over when Gwen slashed and hacked with speed that the shark could not rival, she pulled her mouth and claws away and dug her mighty fist into the mouth of the now pained fish, slowly gripping the long array of triangular teeth and tearing an entire row of bone from the gums of the shark. The pain being unbearable, the Great White retreated, still having the strength to swim off into the endless blue leaving a trail of gore and red and swimming its fastest to try and get away from the monster it had just underestimated.

Gwen flexed her arms through the sea of red and roared into the water, creating more and more massive bubbles but not beating the sound of her vocal cords screeching. "GRAHHHHHHHHHHHH, BEWARE TO ALL WHO OPPOSE ME, THE QUEEN OF THIS BAY, RRRRRIIIPPPPJAWWWWSSSS. " The Pissciss Volann howled as blood from the shark gurgled out of her maw. Having enough of swimming for today, Gwen shot through the water at top speed propelling like a rocket to get back to Peter, several yards away above the surface. She paid no attention to the blood that was washing off her mouth and claws due to the fact that any second now, the feeling of power drainage was going to take over. And right she was.

Her armored black shoulder began to beep at a slow pace meaning the watch was going to give her time to breach the surface of the docs before she transformed back. Gwen was close she could feel it, just a little longer.

Peter had just locked his phone and put it away after his quick round of bubble pop, his senses went off like crazy as a large object shot out of the blue in surprise. He looked up and saw Gwen coming towards him with her arms stretched out, her legs forming again, and her shoulder bleeping red. Just as the sea giant was about to hit him with her form, the red flash consumed her and the human girl known as Gwen Stacy landed on top of him, taking them both to the ground and causing Peter to grunt in slight dissatisfaction. Still however, he cupped Gwen in his arms, rubbing her back and brought both his leg around her waist. She rested her head on his chest and gave a sigh of relief when she noticed she was completely dry of any moisture or water.

"How was your swim?" Peter started as soon as the sweet sound of silent overtook everything for a while. Being careful with his chin, Gwen raised her head of his chest and kissed his Adam's apple.

She stared into his loving young eyes and grinned leaning in to kiss him. "It was not bad actually." The blonde was taken by surprise when Peter titled his head away from her, having a look of disgust plastered on his lean thin face. Her eyes widened when he started to give off hoard coughs and gags. She was about to ask when Peter interrupted. "bluh…..Gwen….ack…..gross did you eat a fish or something while you were down there?" Gwen gasped from the crude question but she was leaning on agreeing with him the faster she let the words sink into her ears and head. She remembered chewing and hacking up the shark that tried to mercilessly devour her, but Gwen didn't think that she would still have fish breath after transforming back to normal. Some good the watch was to her at the moment.

Feeling embarrassed, the girl covered her mouth and sunk her head back into his chest. Noticing how he still had her items around his waist, she reached down and began searching through the contents for the orange tic tac mints she usually carried. Gwen ruffled the bag with her mouth sealed shut when all of a sudden she stopped due to hearing chuckles coming out of her boyfriend. She looked up and said nothing as his face later contorted into a grin and the chuckles turned into laughs.

"Oh man." He stopped to catch his breath. "You shoulda seen the look on your face." He went back to laughing. It took her a moment but it soon hit Gwen like a freight train. She realized Peter had just pulled a prank on her and she probably didn't have fish breath. Despite the boy laughing his ass off and smiling at his joke, the blonde furrowed her brow and coughed into her palm, sniffing her hand in a complete un-lady like manner. She gave a long sigh of relief, she didn't have fish breath.

Despite falling victim to the joke and took in the consideration of slapping his chest, Gwen couldn't stay upset at him. Besides, she thought of a new idea in her head. After a moment of Peter finally settling down from his laughs, he was taken by surprise when Gwen began assaulting his mouth with her tongue, dragging the long pink muscle around his lips and drilling it into his mouth like a worm entering rich dark soil. Peter now had a reason to gag as the girl on top of him sloshed her mouth muscle around every corner on the inside of his chin, cheeks, and jaw. This was a good feeling but deep down he was getting grossed out as the blonde with the longer tongue continued her assault, not stopping in the slightest. When Gwen's lips sunk into his open jaw, Peter tilted his head to the side and began to cough up excess saliva that had begun to build up between the two pale lips.

She had French kissed him before but this time it wasn't exactly comfortable for Peter, especially since he was still shocked on how his innocent girlfriend turned the moment full blown sloppy, literally. He regained his senses and gave Gwen a stern look only to put a grin on the high school cutie's face. "Gwen….what the heck was that for?" he asked in his faint silent talk. She brought her long flexible frail legs up and wrapped them around his waist the best she could, considering he already wrapped his around hers when she landed on him. He opened his legs to allow her to finish her goal, her toes dragging and scraping across his sides and pretzeling their bodies close.

She finished getting comfortable and began to bring her head closer to his. "Do I still have fish breath bug boy? Whadda ya say we try that again." She stuck her salivated tongue out and flicked it rapidly through the air. He reacted fast and moved his head exposing his neck. "No no no please." He submitted to defeat.

I swear, I swear you don't have fish breath….my God Gwen…what is it with you Frenching me like that?" she giggled, loving the feeling of giving him the element of surprise. "That's what you get for tricking me like that." She leaned towards his ear. "And I like kissing you." she finished while biting his ear lobe. Peter decided to ignore that act she was making considering she has been doing it throughout the day so far. Gwen licked her lips of moisture and changed the atmosphere by cupping his face with her right hand and bringing his eyes to meet hers. The blonde now had a loving smile that made the spider powered teen flutter on the inside.

"So." Peter started with silence consuming them for a sec. "So." Gwen replied fighting the urge to giggle while also remembering how they use to stutter talk with each other the first couple of times they met. Despite how she thought it was cute of him to be shy back then, she liked this slightly new formed Peter Parker better, he was more open, she found love in him, and she unlocked a more socializing path for him to take.

"Are we good?" those words made her eye batter and her lips purse.

Instead of a direct answer, Gwen engaged him into a passionate lip lock. This Peter was more comfortable and their lips continued to separate and merge once every few seconds. Both scooped their arms around each other to hold one another tighter as their lips synchronized. Gwen curled her toes as he ran his hands down her glorious back and cupped her plump butt once he went lower. This continued for quite some time until they both remembered that it was approximately going to be more than five minutes now. The glowing beep on Gwen's wrist indicating the gadget was fully operational.

Their pale lips separated and Peter used his inhuman strength to push himself up with Gwen still on him legs wrapped and everything. She pecked his lips and got down for him, her eyes focused on the objects in his bag. "Don't suppose you'll give me my stuff back?" she asked while battering her eyes. He smiled and twisted the strap on his waist to face her. Gwen opened the main container on the duffle bag and grinned as she grabbed her socks and boots from the giant hole that had various things.

Gwen set the boots aside and was about to put on her socks when all of a sudden she was lifted bridal style into the air by Peter. She was startled at first but then understood the situation. He was giving her a boost. She slipped the clean socks over her green painted toes and slid them all the way up to where they went slightly past her ankles. Peter shot a cable towards her boots with a quick flick of his wrist and was impressed when he reeled them towards him and Gwen caught them in both hands. She quickly placed them back on, loving the feeling of the cool leather on her skin since the leggings ended at her knees. She couldn't help but kiss his lips and gripped his shoulder for support as she got herself down from his arms.

"Why, aren't you a gentlemen." She said as Peter gave her back her bag that he had wrapped around his other shoulder. He shrugged his shoulders. "Just helpin my girl out." he replied with proudness. She playfully rolled her eyes and remembered the Omnitrix beeping a while ago. She clicked the button and scrolled to land on number eight while Peter stood still with a side smile. Gwen raised her palm. Only two more to go, here goes nothing. Her hand came down with the green blanket eating away her vision.

Gwen hunched over as her skin and clothes began to get coated in a darkish swamp insect like hide that spread rapidly from head to toe. It all happened fast as Gwen's legs disappeared into her skin and somehow managed to stay afloat in midair. A white skin tight body suit morphed onto her form and left her now green slim arms completely exposed. The high schooler could feel her abdominals tighten as four more insect like arms grew out of her sides thus creating two pairs of massive bug legs for Gwen to officially stand but things didn't end there. At the very end of Gwen's bum, a gigantic triangular shaped stinger grew to a lethal sized weapon almost being bigger than the girl's entire crooked body. Around the now flat belly of her four bug legs the one piece suit tore up, revealing a v like design where her arms and legs were sticking out. Gwen could feel her fingers deform into just three talons on each hand of her limbs that represented arms. Black leather like gloves covered her hands with no origin of how they got there. The girl's face contorted into a messy color of inky black, and her eyes, hair, and nose disappeared as her forehead, scalp, and jaw became a more monster like form with a pinch of humanoid. Below her jaw and just above her forehead, Gwen felt two long slender like tentacles pop out from each side, thus restoring her vision and lizard like circular pupils manifest at the end of each one. She cringed as the Omnitrix logo grew straight in front of her nose less face, almost looking like an eye of some sort. The finale came when Gwen hunched even further and held back a breath as four disgusting haggard wings ripped out of her back, cracks forming into a grotesque design and easily making the wings look more intimidating and bigger than her very own bug like body. Any kind of trace of Gwen looking human was gone and she arched her back up to flap her wings like a humming bird, hence forth striking a pose with her tail slash stinger at the ready. To the Omnitrix, this was the DNA sample of a Lepidopterran of Lepidopterra.

To peter's surprise after the flash. Gwen's long back was facing towards him instead of her front. But what shocked him even more were the insect like aspects of her body, and here he thought he was considered a bug. He didn't have time to make a sound as Gwen turned to face him rapidly and let out a horrendous high pitch snarl followed by nasty Mucus like slime drippling along crooked white squared teeth. This caused the spider powered teen to let out an eep, who wouldn't when you got a giant bug that stood at probably six foot five with a wing span and tail stinger of most likely the same length? Gwen continued smacking her black lips at the air and slowly approached him with crooked long legs that were bent at an odd ninety degree angle.

Peter only watched as Gwen stopped what she was doing and let out a squeaky inhuman laugh that meant she had her fun with the weird part of the discovery of this new alien. She set her stinger down and looked at her bug boy with four reptilian like tentacle eyes. She smiled and put her gloved talons on her hips. "Whadda ya think of this one?" she spoke in a raspy high voice.

Peter's eyebrows raised and let out a loud chuckling laugh from hearing the sound of her voice. "Oh man…you sound like…you sound like Smeagol." He continued his good old laugh. Gwen snarled at the remark and protested in defense. "Doncha mean Gollum?" instead of a response from Peter, he just broke down further while brushing the back of his hand against his forehead. Gwen had to agree, her voice did sound like the famous character from Lord of the Rings. She was however willing to suck up the embarrassment and put her head to thinking on how the powers on this one worked.

Peter's senses went haywire as his head turned to see a huge glob of dark green slime heading towards him. He noticed it came from one of Gwen's facial tentacles. Reacting just in time, he side flipped into the air and watched as the disgusting ball went passed beneath him, hitting nearby crates not too far from them. As soon as he landed on his toes, Peter put his hands up slowly in surrender. "Now Gwen, easy, easy there." he noticed his senses were still active when he saw the gnarling grin that manifested on his girlfriend's face. This time she conjured up all four tentacles to meet his gaze and blasted hot spurts of stink goop at him. Since Peter saw them coming, he was able to fire a few web shots at the first two but had to side roll when he couldn't stop the remaining pair that were making their way towards his feet.

"Aww man this stuff smells like the rest of you Gwen, blughh." Gwen reacted by flapping her wings hard and soon levitated of the ground with the greatest of ease. She ascended to where she was now two stories of the ground and let out a hissing smile with a nod of her black exoskeletal head. "Darn right I do bug boy, you can call me….STINKFLY." that being said, she barraged him with Mucus balls and grinned when Peter leaped into the air to swing off, away from her spot and the docs.

She could hear him yell over his shoulder. "Sorry to say this to ya Stinkfly, but are you really one to call me bug boy? Have you looked at yourself in the mirror lately?" Gwen only shot more of her projectile goop and yelled the line of the famous character from Lord of the Rings.

"My precious, my precious." Peter laughed as he swirled in the air.

This went on for quite some time but Gwen couldn't seem to land a clear shot at him, mostly was because her bug boy was twisting his body at odd angles in order to avoid a splat and also due to Gwen purposely flying slow behind him. As soon as she decided that spitting goop balls was over and reaching the main plaza area of the eastern docs for the umpteenth time, Gwen zoomed past Peter's web zipping at a fast pace and projectile her wings to spin go up, sending her straight into the open sky. Peter perched himself on a rooftop staring into the heavens and aweing at how fast his girlfriend just went by him, she may look like a bug but she was a quick one in the air hands down.

Gwen was spinning out of control as she went higher, loving the feeling of the super cool air hitting her face and hummed as it bristled between her fast flapping membranes. The girl turned alien loved this feeling. She was flying. She actually flying, sure she was a large nasty bug that smelled bad but still. She was flying. What made this different from the fiery alien was this creature she dubbed 'Stinkfly' had actual wings to propel through the air and she could rotate three hundred and sixty degrees while floating in place or while moving front, back, left, and right. Not to mention she felt like she was much faster at flying in this form than she was as alien number ten.

She reached a stopping point in the air and looked down to see how high she was. It was one hell of a sight alright. Gwen flew to an altitude so massive that she could almost see the entire city and the ocean that expanded across the horizon. Her moment was interrupted as a giant white puff hit her face. She looked up and saw the small amount of clouds that were starting to come her way. Gwen didn't hesitate on trying to grab one, since it wasn't every day that you would come across a cloud in the sky to touch.

She gave a hissy giggle as they zoomed past her form and she could feel the humidity radiating of the condensed water. Within several minutes, the clouds were on their separate path and Gwen let out a relaxing sigh. Wow, if only Pete could go this high on his web sh…" it came, the horrible feeling of power drainage. The Omnitrix was deactivating the incarnation due to the fact that this moment was perfect to demonstrate the last alien being its user still needed to become. This reason however, fell deaf to Gwen's thoughts and ears.

The girl expected the watch to give her time to make her way down to Earth safely, but Gwen gasped as the low red beep on her nose began blinking incredibly fast. "NO…NO, NO, NO, NO PLEASE….I NEED MORE TIME!" Her request wasn't answered and the flash came, turning Gwen back to normal midair.

"Holy Shit." were the profound words that plagued the sky as gravity took its effect on the now human teenager.

"AAAAHHHHHHHHHHHHHHHH!" she was falling and she was falling fast. Gwen clutched her bag to her chest so the contents wouldn't fall out even though the lid was tightly sealed. "WHAT THE HELL!" she screamed at her wrist. "I WASN'T READY." The emergency charging protocol commenced on the Omnitrix. It would activate this procedure if the user or host was in a state of lethal or mortal danger. And by these standards, Gwen needed a miracle, fast. The blonde could only watch as she approached the ground closer and closer by the minute.

Peter had finally regained his sight on Gwen in the air but it wasn't one that made him smile at all. He looked more closely through his enhanced vision and froze in shock as his one and only love was no longer in the form of said Stinkfly, but in the form of her true beautiful self. And she was falling to an apparent death. This triggered Peter's worry level passed one hundred percent.

"Oh my…..GGGGGGWWWEEENNNNN!" he yelled at the top of his usual silent voice. He leaped of the building and hit the ground hard, his Converse cracking deep into the cement and not hurting Peter in the slightest. The only thing that was going to be hurt him badly was his heart if something happened to Gwen Stacy. Thinking quickly, the teen saw his surroundings and noticed that the rusted crane from earlier was several meters away from him. He turned his head in the opposite direction and there was indeed fact, another abandoned rusty crane that was missing its top platform.

The idea might have been stupid but it was now or never. Peter twisted the enhancement upgrades on his web shooters and fired two long bio cables from each wrist to the giant construction tools he was practically standing in between. Once he felt like his sticky grip was firm, he began walking backwards with a hard tussle, tensing up his muscles and tears of determination filled his eyes. He couldn't lose her, he couldn't. To the cruel world it sounded cheesy but Gwen was his everything, he wasn't going to get tired of saying it, he loved her, and he was lost without her. The God that he secretly believed in brought this beautiful being into his life, he wanted to give Peter Parker a second chance at being happy. He couldn't believe it took him so long to truly see it. He was given Gwen Stacy, and now it was his turn to do his part in keeping her loved and safe. Promise or not, this was his responsibility. He reeled back even further, causing the scars on his wrists to burn and positioned himself for the perfect timing.

He made sure he stretched the durable cables in his hands super tight and as far as they can go. By this point Peter had went back so far, that the cranes started to creak under the superhuman pressure. The boy crouched down to the floor so that he will have a higher chance at shooting out like a sling shot facing up. Once he had a clear shot of Gwen, he pressed his toes into the ground for a boost and shot into the air with the help of his stretch out web, heading straight towards Gwen's falling direction.

Despite the situation she was in, Gwen gave out a relaxing laugh as the watch beeped back to its fully recharged state several seconds after she just yelled at it. The worries and hate she had for the Omnitrix suddenly vanished and the blonde mentally apologized to the watch as she began to scroll through the icons in midair. She was considering turning into Stinkfly but new found hope quickly washed over her as she flicked the cylinder to alien number nine, the rock rolling creature which also happened to be the last one on the category. Gwen was about to slam her palm on the gadget when two sticky substances hit her abs quite hard. She looked down and noticed they were the webs from Peter's web shooters, and they weren't just splatters, they were connected.

Her face was completely shocked when she saw Peter coming straight towards her from the ground at a tremendously fast pace. She couldn't speak as her boyfriend tugged her towards him his body and felt his warm presence when she instinctively wrapped her arms around him. "PETER! WHAT ARE YOU…." she didn't get to finish when Peter slammed his cool lips to her soft ones. He parted with sadness bathing his brown eyes. "I LOVE YOU. YOU HEAR ME, I LOVE YOU. HANG ON TIGHT." Gwen didn't get a chance to speak as Peter began to wrap strands of webbing around her, almost like a soft blanket. The next phase of his unlikely plan was to tamper with the enhancement rates on his wrist projectiles. He set the setting to where the web would fire in expanded large chunks, resembling a large parachute like sheet which was exactly his intension.

" _So I want you to promise me something okay_." the grim voice said in the boy's head

" _Go away_." Peter said coldly as he focused on the task.

" _Leave. Gwen. Out of it_." George's voiced boomed even louder in his skull.

" _To bad you hear me, I love your daughter, and you're not gonna keep her away from me any longer. You were hurting her, you and your crummy promise. She'll make it, I know she will. If someone doesn't make it out alive, it's gonna be me. As a matter of fact, see ya in a minute Captain_."

There was complete silence in his head after he finished that line of defense.

Peter would've grinned in satisfaction if not for the situation that the two were in at the moment. Both teenagers' bodies were only hundreds of feet above the ground at this point. Peter was doing his best to wrap the now bio cabled parachute that still wasn't able to catch the wind around his love. He stopped when Gwen grabbed his hands and made him let go of the parachute, since the product was left unattended, it flew away in the distance leaving only the messed up web blanket around Gwen. He was speechless.

Gwen simply had an understanding look on her face.

She had been watching him and seeing his intention all along. He was trying to save her. But it would be better if she was the one that led the charge of that. She continued giving him her look and Peter could only give her a face that asked one and only one question, why? Thank God he wasn't yelling or screaming, he just simply had his mouth open in shock and she could see his eyes slowly water. She kissed him quickly before leaning back.

"Together forever." The blonde raised her left wrist so he could see the green cylinder pop up of the Omnitrix. His begging and silent prayers were answered and he practically cackled upon seeing a better solution to his problem. But he had to stop celebrating, quick. He had an honor to fulfill. Gwen placed her left palm on his chest and waited for him to finish the next line.

"You and I, our love will grow stronger than ever." that being said and with only minutes left to spare, Peter Parker slammed his hand against his chest which is where the watch's hourglass and his girl's wrist happened to be. Everything went dark as soon as the green aurora left Gwen's body and Peter felt like as if he was being covered underneath rocks and soft fabric. Pitch blackness clouded his vision and he helped the obsidian atmosphere by closing his eyes and embracing what was to come.

Several feet from the ground now, was a giant yellow object in the form of a ball that had black lines designs around it. Upon being officially out of the sky, the spherical alien containing a teenage boy slammed straight into the concreted Earth, shaking the entire area with a tremendous force that caused the rusted cranes and several worn warehouses to shake and rumble, nearly making them crumble under the high powered impact. Where the ball landed, surprisingly there was only a giant hole, collateral damage being completely under the radar, except for the tremors that were slowly starting to disappear. The yellow sphere was buried deep into the ground, almost to the point where it would most likely reach sea floor if it went deeper.

Gwen couldn't exactly see anything since she had her now slit eyes closed. In a few seconds she began to regain her senses and she was becoming more cable of perceiving the situation she was in despite knowing she had rolled up into a ball with Peter being safe in the warm comfort of her soft insides within the shell. As soon as she realized her body had drilled into the ground after the fall, Gwen began to spin her shell in the opposite direction. Since the sink hole she was in was the same width as her body, it wasn't hard for Gwen to start spinning out of the dark.

After a few minutes of slow spinning, Gwen was out of the cylinder she made in the Earth. Trusting her instincts, she unfolded from her form out of the yellow encrusted armor and set Peter down with huge pudgy yellow and white hands. She took a step back to allow him to recover from his shock. In the mean time she focused on admiring her giant new changes. By the looks of how Peter's size was compared to her, Gwen could tell that she was bigger than the last few giant aliens she had turned into. Most likely being almost as big as the Tetramand except she still needed four more feet in growth to meet that height. She raised her hands and her side slit yellow eyes with blackish outlines widened as her hands had no form or shape of anything that resembled palms. Instead they were rounded limbs that sported long serrated black claws with opposable thumbs.

The back of her forearms had circular yellow pads resembling rock hard armor.

Gwen's body was wide and pudgy around her legs. Her thighs had the yellow plates like her arms. Her waist was rounded and slim but not too slim, only enough to give her an appearance that the alien she was resembled a female. Her crotch and stubby legs with three green clawed toes had a black design around them, almost resembling a fancy good covered bikini bottom. Her chest had a long wicked bra design that stretched from her armpits, all the way to where her breasts should've been. It's a good thing she didn't resemble a human female at all. Otherwise these black markings would look really weird on her. If anything these could've been mistaken as tattoos. Gwen pursed her lips forward, they were flat and long. Her bottom and top front halve were semi swollen so she looked like as if she applied black lipstick. She had no neck but that didn't stop her from noticing that she had a long obsidian mark going down her forehead and her shoulders had the biggest yellow plates from any other part of her body. If the watch's symbol wasn't on her arms, legs, or chest, Gwen could only conclude that it was plastered right on her forehead for display. A final pattern that was left for sight was her head being completely black colored that led a trail to her forearms under the yellow armor. To the Omnitrix, this was a DNA sample of an Arburian Pelarota from the once peaceful planet of Arburia.

It took a while for Peter Parker to shake off the stiffness he felt when he was curled up inside of Gwen but he was regaining his senses. Gwen was about to help him up when all of a sudden, she began to lose her balance and wobble uncontrollably. She couldn't stop herself and the giant pill bug fell back first into the concrete, creating a tremor that launched Peter off the ground and landing straight on her rather large belly. Gwen shifted from side to side but couldn't seem to get up, she felt her back and he let out a huff as she just now found out her back was covered in the yellow armor as well. Her vision was raised onto Peter and she gave him a comforting grin, revealing triangular sharp teeth.

Peter on the other hand simply spread his limbs out and let out the most relieving laugh a person could do after going through an almost deadly experience. His laughs turned into cackles and he screamed into her soft white hide. "I TOLD YOU. I TOLD YOU SHE WOULD MAKE IT. SHE EVEN SAVED ME!" Gwen didn't flinch in the slightest as he screamed. If anything, she knew that he was silently, more like loudly protesting to God above or maybe her father. Deciding to change the subject, Gwen opened her mouth to let out her first words in this body incarnate.

"How's it hanging Pete?" her voice echoed with a complete deep boom but still had traces of feminine to it. He looked up with wide eyes from the giant baritone sound entering his ears. He craned his neck to the side and stood up on his knees to see her expanded face. "I've…I…" he stuttered at first. "I've seen better days." sighed while patting her belly. He stood silent for a while, admiring the last alien body he had left to see. This one had to be at least had to be the second biggest behinds the monstrous four armed red giant. His girlfriend was basically a giant armored pill bug with black and white designs all over her body.

He back flipped off her stomach in order to give her room to properly stand up. He gave a concern look when Gwen was doing her best but couldn't seem to lift herself up from the ground. She felt like a turtle that was upside down on its shell with no help from anything in the area to assist it in turning right side up,

"Looks like you could use a hand." He whispered talked loudly to her as he made his way around her back. Gwen stopped moving and gave a romantic sigh of relief. "Oh thanks Peter, thank you so much." He responded by sinking his frail appearing hands into her shoulder and with determination, he grunted as he slowly started to lift her up with great impression considering his girlfriend at the moment was five times bigger than him. Within a couple seconds she was back on her stubby feet, sinking the emerald colored claws on her feet into the cement for a better balance.

Now that Gwen was standing at her full height, Peter was amazed on how huge her form was. It took some shifting but Gwen turned around to face him, with squinted eyes and a happy smile. "So." She echoed followed by silence.

Peter smiled while crossing his arms. "So." he protested back. Gwen giggled in an almost manly tone and turned to face the structures that were still intact. "Let's roll with this one." She sunk down into a sphere like before, her plates expanding to wear they would cover her physical form. The ball turned to face a direction where several large trucks lay still and began to spin towards them, the faint sound of a mechanical engine whizzing in the background. Peter could only cringe at the thought of the collateral damage his girlfriend might cause in her path, but surprisingly, as soon as Gwen approached the nearest truck, she swiveled by it, along with the next one, and the next one. How could she know where she was going when her face was stuck inside her ball? Peter had no idea.

He continued to watch as his alien turned girlfriend had her fun on literally rolling in the dirt, more like cemented ground. The spider powered teen leaped onto a lamp post when he lost sight of her around a building. He could spot a few glimpses of the colossal yellow ball rolling off into the distance. Peter wasted no time in shooting several bio cables to the tall ageing crane and climbed up to the control box to get a better view of Gwen. There she, was rolling and rolling around pretty much around the entire perimeter. The ball stopped as soon as it reached the docs to the sea and unfolded, revealing the Arburian Pelarota that was trapped inside. He watched as it turned around and stood still for a couple seconds before waving out to him, indicating that she had just now spotted him. Peter quickly waved back and Gwen was on the roll again. She went away from the docs and with precise speed and unseen calculation, made her way back to the main area plaza where the girl reverted back to her colossal form. Peter jumped off the crane while using a web line to slow down his fall. He jogged to her location and showed up just in time to see her tumble and fall onto her back again.

He laughed as he went to go lift her up but quickly decided against that when Gwen rolled into her ball and opened it up again, revealing that she was standing tall and proud without a flaw. Both teenager and alien smiled as the red beeping and flash combo came and went as quickly as it showed up. Gwen ran up to him and embraced her lover before he commenced anything between them. Now that the last alien was seen they felt like it was time for a little topic change back to the events from the sky earlier.

Both leaned their foreheads towards each other and held one another, not letting go in the slightest. "Peter…I'm so sorry I scared you like that I…" she tried to find the right words but couldn't. Peter shushed her and spoke up in a soft whisper. "Don't apologize okay…don't…just don't."

He was doing his best to try and push the stuttering out of his voice and he was glad Gwen had remained silent. She wanted him to speak, to hear what he had to deliver as best he could.

"It was your decision on still wanting to be with me after all the fiasco that happened." he spoke with new found determination with a soft approach. "And for that I will always love you Gwen. But what happened up there earlier made me worry so much about… about you." she cupped his lean face, to show she will always appreciate his selflessness.

"I worried and…I was panicking, you're Dad's voice flowed through my head as I tried to save you. But it was you, who saved me." His voice became quiet as he progressed and Gwen brought her face up so close, she was practically breathing on his lips.

"But." He whispered

"But what Peter?" She asked in a similar quiet tone.

But I know better now….okay." she whimpered upon hearing that sentence.

"I know better now. You Gwen Stacy are the smartest girl I've ever met. The feeling of worry for someone you care about is natural, but….why do I have to worry when I know you can take good care of yourself? Why should I worry about a girl who does as best as she can ta help a guy like me?" he paused his speech as they both remembered the time she helped him defeat the Lizard and she didn't go home that night with a bruise…well, maybe a dead relative but that wasn't the issue here.

"Gwen's lip quivered from the encouraging brave words he was speaking. She however, didn't speak and let him continue. "You never needed help to deal with things because you're a strong, independent person, who didn't need special resources or gifts to show what a value she had towards…Spiderman." They both chuckled.

"I shouldn't've been worrying this entire time…and now that you have this." He raised her left wrist to show the powerful alien watch of unknown origin. "I don't have to worry at all, not here, not now, not ever." Peter leaned forward and kissed the red hourglass. "You're like me now…you have gifts, you have powers. And I trust you to use them well in protecting yourself, you're not some damsel. Even before getting this thing…you never were one." Gwen was about to kiss him but stopped when she could tell he wasn't finished talking.

"I know you and me…we're different, we have differences but I want to make this work for both of us…I want you as hopefully my one and only person. Some say that we all have different paths…but we're not on different paths you're my path…Gwen Stacy, never forget about me. Never….forget how much I love you." that being said she sealed his lips with his.

The two ignored the flash of green from the Omnitrix and continued to kiss each other for quite some time. Gwen was the first to separate from his mouth and looked into his beautiful handsome eyes. "Never Peter…you hear me? I will never forget you in the least. You're my bug boy….the best thing ever to happen to me. You care for this city and put other people's needs before yours.

"Don't let my father's words get to you, you're better than this. This isn't what he would've wanted…but this is what I want. Thank you...for making me happy again. She didn't need to talk anymore, for it was her facial expressions that said everything to Peter about how she feels and what she has endured from his speech.

Since the teens couldn't get enough of each other, they engaged an intimate make out session while Peter spun her in slow circles in his arms. She was truly beautiful, in every way. It was them against the world, a loving pair and duo.

Several minutes went by for them, only stopping to catch some fresh air to fill their lungs. The high schoolers separated completely now and stared into each other's eyes while giggling.

"So…" Peter started up a fresh conversation. "Who's next on the list?" Gwen smiled and shrugged her shoulders. "All that's left is the fiery creature Pete, but you already saw that one, remember?" he stared at the watch on her wrist, nodding his head. Due to mentioning the fiery creature, Peter had an all of a sudden brain fart as he stared off into the distance for a while and back at her.

"Somethin wrong Peter?" she asked.

There was an awkward pause but the teen broke the silence with another question. "Did you…did you cause that huge explosion last night?" his curiosity was answered when she slumped her shoulders in complete defeat. Gwen didn't even bother trying to show denial, she knew that he would find out sooner or later. "Yeah…I kinda did." she confessed.

"Holy…Gwen that was one heck of a show last night!" the blonde was taken by surprise from his praise. "I saw that explosion on the news, it was huge! You Gwen Stacy are one powerful tough chick." He finished with Gwen rolling her eyes and laughed at his comment.

"Well what can I say? I thought that little Super Nova of mine was quite the piece of work." She boasted while clutching her hands to his shoulders. "But its best if I don't attempt that anytime soon." Her bug boy nodded his head in agreement.

She leaned forward into his ear to change the subject. "So now that we got some foggy exciting things cleared up, how bout we go to your place to kill some time?" she bit his earlobe at the last word. He leaned back holding in a groan and looked for signs of doubt on her face. "Are you sure?" he asked with Gwen nodding her head after his question.

"Of course I am. Besides, it would be nice if you introduce me properly to your Aunt May." She insisted. Accepting her suggestion, Peter lured into his bag to bring out his Spider Man mask. He slipped it on with ease and leaned forward to grab Gwen but she stepped back with a grin.

"If we're gonna get there, how bout we have a little race?" she raised her wrist. He was shocked at first but quickly overcame those boundaries. He all of a sudden liked that idea. Two super powered teenagers who cared deeply for each other having a race didn't seem so bad now that she mentioned it.

"Alright." he agreed as he slapped his hands to his sides and thighs. "But who exactly are you gonna be since you wouldn't wanna cause too much of a scene." He immediately regretted asking that as Gwen activated the Omnitrix and landed on the fourth icon, which was XLR-8. She gave him one last grin and slammed her palm thus transforming her back to the Kineceleran, her favorite alien of the watch. Gwen lifted her visor and crouched down towards the city in a running position. Peter on the other hands took off his mask and protested out loud.

"Hey, hey, woah, that's cheating…I can't move as fast as the alien you are." She turned to face him and closed her visor. "Home field advantage for ya bug boy, It'll take a while before I officially find out which route to take to get to your house. Now where were we? Oh yes."

"On your marks."

"Wait, wait lemme get my mask on."

"Get set."

"This is so not fair Gwen."

"GGOOO." She zoomed off in a black and blue blur towards the city, with Peter barley being able to recognize her speed.

"Ughh, let's just hope I can zip through the air straight to Aunt May's, she can't determine the area that quickly can she?" that being said, Peter Parker in his cheap Spider Man disguise shot several bio cables to buildings leading away from the eastern docs. This day has been one hell ova ride so far. He could only hope things will go well for the still long remaining Saturday and weekend they had left.

 **A/N: So…what did ya think guys, sorry for not updating in a while, been busy with the end of senior year and all. But I promise that I will continue this for many days to come. I saw Civil war the first day it came out, it was awesome except for the part of Tom Holland. Goodbye Andrew Garfield, you will be missed. I hate the feeling that we will no longer be seeing Andrew's Spidey in Avengers fanfictions anymore, but I still plan to do more of those after this story, along with Gwen. I welcome all kinds of criticism and maybe even some ideas from you fans on how I should properly tie this into the MCU phase 1 because writers block is ticking at my neck, you will be credited I promise. Read and review please and stay tuned for Gwen Stacy: The Power in Her Wrist. ****CLICK. CLICK. CLICK. *******


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